This Non-Disclosure & Confidentiality Agreement (this “Agreement”) is entered into and effective as of the date of acceptance, by and between ClariaDX LLC, a Florida limited liability company with its principal office at 6240 SW 108th Place, Miami, Florida 33173 (the “Company”), and [your name] (the “Recipient”), reachable at [your email].
The Recipient will receive the Company's investor deck, business plan, financial model, and regulatory, clinical, technical, intellectual-property and legal materials relating to the Fertificially platform (the “Confidential Information”), disclosed solely so the Recipient may evaluate a potential investment in the Company or its corporate successor (the “Permitted Purpose”).
The Recipient will use the Confidential Information only for the Permitted Purpose and will disclose it only to the Recipient's advisors and fund colleagues on a need-to-know basis, each bound by confidentiality obligations at least as protective as these. The Recipient will not reverse-engineer, benchmark or attempt to derive the Company's models, data or methods from the Confidential Information.
Nothing here restricts the Recipient from evaluating or investing in other companies, provided the Confidential Information is not used or disclosed.
The Confidential Information is provided for information only and does not constitute an offer to sell, or the solicitation of an offer to buy, any security. Any offering will be made only to accredited investors through definitive transaction documents in reliance on an applicable exemption from registration.
The Recipient's confidentiality obligations continue for three (3) years from the date of acceptance; obligations relating to trade secrets continue for so long as the information remains a trade secret.
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Any dispute will be resolved by binding arbitration in Miami-Dade County, Florida, under the rules of the American Arbitration Association.
The Recipient represents and acknowledges that: (a) it received access to these materials through a direct, personal communication and not as a result of any general solicitation, public advertisement, or offer made to the public; (b) it is a sophisticated party able to evaluate and bear the risks of a potential investment of this nature and qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, or is otherwise eligible under applicable law; (c) it is reviewing these materials solely to evaluate a potential investment for its own account; (d) it understands these materials are not an offer to sell or a solicitation to buy any security; and (e) it will not forward, post, or otherwise make these materials or the access link available to the public or to anyone other than its own advisors on a need-to-know basis.
By typing your name and clicking “Agree & enter,” you confirm you are authorised to accept on behalf of the Recipient and that your typed name and click constitute a valid, binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act.