NDA

This Non-Disclosure Agreement (“Agreement”) is made effective as of [Effective Date], by and between The Healthcare Channel, a company organized and existing under the laws of Florida, with its principal place of business located at 6533 Hazeltine National Drive, Orlando, Florida, 3282, and the Doctor and/or Therapist registering on the Healthcare Channel site (“Recipient”).

1. Purpose: The parties desire to engage in discussions concerning certain confidential information related to the therapeutic supplements developed and distributed by the Company.
2. Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, data, or materials, whether in oral, written, graphic, electronic, or any other form, disclosed by one party (the “Disclosing Party”) to the other party (the “Recipient”) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, proprietary formulations, research data, manufacturing processes, marketing strategies, customer lists, financial information, and any other information deemed confidential by the Disclosing Party.
3. Non-Disclosure: Recipient agrees to hold in strict confidence and not to disclose, directly or indirectly, any Confidential Information received from the Company to any third party without the prior written consent of the Company. Recipient further agrees to use the Confidential Information solely for the purpose of evaluating and discussing potential collaborations or partnerships with the Company and shall take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information.
4. Exceptions: Recipient’s obligations under this Agreement shall not apply to any information that: (a) is or becomes publicly known through no wrongful act of the Recipient; (b) is rightfully received by the Recipient from a third party without breach of any confidentiality obligation; (c) is independently developed by the Recipient without reference to or use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided that the Recipient gives prompt notice to the Company of such requirement and cooperates with the Company in seeking appropriate protective measures.
5. Ownership: All Confidential Information disclosed under this Agreement shall remain the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to the Recipient, by license or otherwise, to any Confidential Information disclosed hereunder, except as expressly provided herein.
6. Term: This Agreement shall remain in effect for a period of [number] years from the Effective Date unless terminated earlier by mutual agreement of the parties or by either party upon written notice to the other party. The obligations of confidentiality and non-disclosure shall survive the termination of this Agreement.
7. Remedies: Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate, and therefore, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the provisions of this Agreement.
8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of when the Recipient has registered with the Healthcare Channel.