OASI
Confidentiality and Non-Disclosure Agreement
OASI Joint Venture Evaluation
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into electronically between Sandeep Seth(“Disclosing Party”) and the person identified in the signature form below, individually and, if applicable, on behalf of the identified business entity (“Potential Joint Venture Partner” or “Recipient”).
1. Purpose
Recipient seeks access to a confidential business plan, scientific white paper, financial projections, operating model, proposed transaction structure, clinical and manufacturing information, regulatory strategy, vendor information, and other proprietary materials concerning the Oncology Adjacent Support Institute platform and proposed clinic (collectively, “OASI”). Recipient may use the Confidential Information solely to evaluate a possible investment in, or joint venture concerning, OASI (the “Permitted Purpose”).
2. Confidential Information
“Confidential Information” means all nonpublic information disclosed or made available by or for the Disclosing Party, whether written, oral, electronic, visual, or embodied in documents, including the existence and substance of discussions. Confidential Information includes business plans, financial models, pricing, patient-acquisition strategies, scientific and clinical materials, protocols, manufacturing methods, vendor and laboratory relationships, regulatory analyses, intellectual property, trade secrets, proposed transaction terms, and the identity of prospective participants.
3. Recipient Obligations
Recipient shall protect the Confidential Information using at least reasonable care; shall not disclose it except to Recipient’s professional advisers and personnel who need it for the Permitted Purpose and are bound by confidentiality duties at least as protective as this Agreement; shall use it only for the Permitted Purpose; and shall not copy, reverse engineer, exploit, commercialize, or use it to compete with, circumvent, or independently reproduce the proposed OASI opportunity. Recipient is responsible for any breach by a person to whom Recipient provides access.
4. Exclusions
The obligations do not apply to information Recipient proves through contemporaneous written records was lawfully known without restriction before disclosure, becomes public without breach of this Agreement, is received lawfully from a third party without a confidentiality duty, or is independently developed without use of the Confidential Information.
5. Required Disclosure
If law or legal process requires disclosure, Recipient shall, to the extent legally permitted, provide prompt written notice and reasonable cooperation so the Disclosing Party may seek protective relief. Recipient shall disclose only the portion legally required and shall seek confidential treatment.
6. Ownership and No License
All Confidential Information remains the property of the Disclosing Party or its applicable owner. No license, ownership interest, partnership, agency, fiduciary relationship, or other right is granted except the limited right to evaluate the opportunity.
7. No Representation or Obligation
Confidential Information is supplied for evaluation and may include preliminary assumptions and forward-looking information. Except as stated in definitive written agreements, neither the Disclosing Party nor any scientific or commercial participant makes a representation or warranty concerning completeness, accuracy, clinical outcome, regulatory approval, or financial performance. No party is obligated to proceed with a transaction.
8. Return and Destruction
Upon request, Recipient shall promptly return or destroy the Confidential Information and certify destruction, except for one archival copy retained by counsel solely for legal-compliance purposes and automatic backup copies that remain protected and are not readily accessible.
9. Term and Survival
This Agreement begins upon electronic acceptance. The confidentiality and restricted-use obligations survive for five years after the last disclosure; obligations concerning trade secrets survive for so long as the information remains a trade secret under applicable law.
10. Remedies
Recipient acknowledges that unauthorized use or disclosure may cause immediate and irreparable harm for which monetary damages may be inadequate. The Disclosing Party may seek temporary, preliminary, and permanent injunctive relief, specific performance, and all other available remedies without waiving any damages claim and, to the fullest extent permitted by law, without posting bond. The prevailing party in an action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs. In addition to proven actual damages and other available relief, Recipient agrees that the Disclosing Party may seek and recover $500,000 in punitive damages for a willful or malicious breach, to the fullest extent permitted by applicable law.
11. Governing Law and Venue
Texas law governs this Agreement without regard to conflict-of-laws principles. Exclusive venue lies in the state and federal courts located in Harris County, Texas, and each party consents to personal jurisdiction there.
12. General Provisions
This Agreement is the complete agreement concerning confidentiality for the Permitted Purpose and may be amended only in a writing signed by both parties. Recipient may not assign it without the Disclosing Party’s written consent. If any provision is unenforceable, it shall be enforced to the maximum lawful extent and the remainder will continue in effect. Waiver of one breach is not waiver of another. Electronic acceptance and signatures have the same effect as originals, and counterparts together form one agreement.
Electronic acceptance. By completing the form and selecting “Accept and Sign NDA,” Recipient confirms that Recipient has read, understands, and agrees to be legally bound by this Agreement and is authorized to bind any identified entity.