CONFIDENTIALITY AGREEMENT

(Company Name) having a place of business ­­­­­­at __________________________________

      and 

Raleigh Molecular Laboratories Ltd., operating as “Raleigh Molecular Services”, having a place of business at 6601 Six Forks Rd, Raleigh, NC 27616, United States.

WHEREAS:

1. The parties wish to enter into an agreement, discussions and/or negotiations with respect to research & development, supply, manufacture, and/or distribution of certain pharmaceutical products or components thereof; and

1. For the purpose of such activities, either party (hereinafter the “Disclosing Party”) may wish to disclose to the other party (hereinafter the “Receiving Party”) information or data that may be proprietary or confidential to the Disclosing Party (hereinafter “Confidential Information”).

NOW THEREFORE in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. Confidential Information shall include, without limitation, the subject of this agreement, business plans, any aspects of sourcing raw materials, information with respect to suppliers, intermediates, manufacturing or production, technical specifications, know-how, data, formulae and patent applications, proposals and prices, each of which may be described in writing, by verbal communications or otherwise, by the Disclosing Party or any of its Affiliates. For the purpose of this agreement, “Affiliates” means any entity that controls, is controlled by or is under common control with a party hereto.

2. This agreement will be effective for a period of one (1) year following the Effective Date (defined below) unless earlier terminated by a party upon thirty (30) days’ prior written notice to the other party. The obligations of non-disclosure and non-use in this agreement will survive any such expiration or termination and continue in full force and effect for a period of three (3) years from the date of expiration or termination.

3. The Receiving Party shall not use for any purpose or benefit whatsoever, except as necessary for the purposes expressly provided above, or disclose to any person at any time any Confidential Information provided by the Disclosing Party or any of its Affiliates, provided that the Receiving Party may disclose such Confidential Information to its Affiliates to the extent that such Affiliates are providing support to the Receiving Party with regards to the activities expressly provided above. The Receiving Party also agrees, and shall cause its Affiliates, to treat the Disclosing Party’s Confidential Information with the same degree of care Receiving Party uses to protect its own confidential information, but in no event with less than a reasonable degree of care. Notwithstanding any provision to the contrary, the Receiving Party shall be responsible for any breach by any of its Affiliates of their respective obligations hereunder.

4. Upon the termination of this Agreement or, if earlier, on seven (7) days’ written notice from the Disclosing Party, the Receiving Party shall: (a) discontinue all use of the Disclosing Party’s Confidential Information; (b) return to the Disclosing Party all material furnished by or on behalf of the Disclosing Party that contains Confidential Information; (c) erase or destroy any Confidential Information contained in computer memory or data storage apparatus; (d) remove Confidential Information from any software that incorporates or uses Confidential Information in whole or in part; and (e) certify to the Disclosing Party in writing signed by an officer of the Receiving Party that the Receiving Party has taken all actions described in this Section 4. Notwithstanding the foregoing (i) the Receiving Party shall not be required to destroy any computer files created during automatic system back-ups that are subsequently stored securely and (ii) the Receiving Party may retain one (1) archival copy of the Disclosing Party’s Confidential Information in a secure location solely for purposes of monitoring the Receiving Party’s obligations hereunder or as otherwise required to be retained by law.

5. It is understood that this agreement will not place a restriction on the disclosure by the Receiving Party of any Confidential Information to a governmental agency or authority pursuant to a valid order by such a governmental agency or authority, provided that the Receiving Party takes all necessary steps to ensure confidential treatment of such Confidential Information to the extent permitted by law. If legally permissible, Receiving Party will promptly provide the Disclosing Party written notice of such required disclosure and will cooperate reasonably with the Disclosing Party in any efforts to seek a protective order.

6. The Receiving Party and its Affiliates, as the case may be, shall restrict access to the Confidential Information to the minimum number of its employees necessary for a proper evaluation thereof and each employee to whom such access is permitted shall abide by the terms of this agreement. The Receiving Party acknowledges and agrees that it is responsible for a breach of this agreement by any of its directors, officers, managers, contractors, consultants and employees and those of its Affiliates, as the case may be.

7. This agreement does not apply to:

1. information which at the time of disclosure is in the public domain;

1. information which after disclosure becomes part of the public domain by publication or otherwise, without breach of this agreement by the Receiving Party or any of its Affiliates, as the case may be;

1. information which the Receiving Party can establish by competent proof was in possession of the Receiving Party or any of its Affiliates, as the case may be, at the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly, from the Disclosing Party or any of its Affiliates;

1. information which the Receiving Party or any of its Affiliates, as the case may be, received from a third party; provided that such information was not obtained by said third party directly or indirectly, from the Disclosing Party or any of its Affiliates; and
2. information which the Receiving Party or any of its Affiliates, as the case may be, develops independently, provided that such development is not based on information disclosed by the Disclosing Party or any of its Affiliates, as evidenced by contemporaneous written records.

8. If any term or provision of this agreement is, to any extent found to be invalid, void or unenforceable, the remaining terms and provisions shall nevertheless continue in full force and effect.

9. The parties do not intend that any agency or partnership relationship be created between them by this agreement.

10. The Disclosing Party warrants that it has the right to make the disclosure under this agreement and that all such disclosures are the sole discretion of the Disclosing Party.

11. Neither party acquires any intellectual property rights under this agreement; neither party has an obligation under this agreement to purchase any service or item from the other party or to deal exclusively with the other party in any field.

12. A facsimile copy of this agreement bearing the signature (original or facsimile version) of both parties shall be binding on the parties.

13. This agreement shall be construed in accordance with and governed by the laws by the state of North Carolina.

This agreement entered into on this _____ day of ______________, 2024 (the “Effective Date”).

Agreed to for and on behalf of Raleigh Molecular Laboratories Ltd.

Agreed to for and on behalf of Your Company Name