CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-DisclosureAgreement (the “Agreement”) is entered into as of this day of July 21st 2024 at 09:22:48 AM between Innova Physical Therapy, PLLC and (each referred to as a “Party” and collectively referred to as the “Parties”).

WHEREAS, the Parties are considering entering into a potential business arrangement involving telehealth services (the “Business Agreement”);

WHEREAS, the Parties desire to work together without risk of loss of any proprietary or other rights to certain information and materials;

NOW, THEREFORE, in consideration of the premises and covenants set forth berein and other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Treatment of Confidential Information. The Parties agree that the Confidential Information (as defined below) shall be used solely for the purpose of the Business Arrangement. Each Party further agrees that all Confidential Information will be kept confidential by itself and its representatives and shall not be disclosed to any third party without the prior written consent of the other Party; provided, however, that any of such information may be disclosed to a Party’s representatives who need to know such information for the purpose se forth above (it being understood that such representatives shall be informed of the confidential nature of such information and shall be directed to treat such information confidentially). Each Party agrees to be responsible for any breach of this Agreement by any third party to whom such Party has provided Confidential Information. If a Party or any third party receiving Confidential Information (the “Receiving Party”) becomes legally compelled (by oral question, disposition, interrogatory, request for documents, subpoena, public records request, civil investigative demand or similar process or by rule, regulation or other applicable law) to disclose any Confidential Information, such Receiving Party shall promptly notify the other Party (the “Disclosing Party”) of such requirement before any waive compliance with the terms of this Agreement. If such protective order or other appropriate remedy is not obtained, or if a Disclosing Party waives compliance with the provisions hereof, each Party agrees that only that portion of the Confidential Information which is legally required to be disclosed will be disclosed, and each Party agrees to exercise its best efforts to obtain assurance that the Confidential Information will be treated confidentially upon disclosure.
2. Definition of Confidential Information. The term “Confidential Information” shall mean for the purposes of this Agreement, any and all sensitive business, financial and technical information provided prior to the execution of this Agreement began to be provided after the execution of this Agreement by a Disclosing Party to the Receiving Party, including, without limitation, financial statements, reports and data, client or customer list, trade secrets, marketing strategies, processes, product or service development, content creation, social media strategies, company and operations, technical data, financial information, propriety information, and any other confidential information regarding the Disclosing Party, and its affiliates and subsidiaries, and its respective businesses. Confidential information does not include information, which is shown by clear convincing evidence to be (i) publicly available without breach by the Receiving Party of its obligations to the Disclosing Party under this agreement; (ii) known to the Receiving Party prior to the Disclosing Party disclosure of such information to the Receiving Party; (iii) known to the Receiving Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party under this Agreement from a source other than the Disclosing Party; (iv) independently developed by the Receiving Party; (v) disclosed under operation of law provided the Receiving party gives the Disclosing Party reasonable notice prior to such disclosure and cooperates with the Disclosing Party in its efforts to keep the Confidential Information confidential; or (vi) disclosed by the Receiving Party with the prior written approval of the Disclosing Party.
3. Ownership of Confidential Information. The Disclosing Party shall retain all right, title and interest in and to the Confidential Information, including all intellectual property represented thereby or associated wherewith, and no license or assignment , by implication, estoppels or otherwise, is granted by the Disclosing Party to the Receiving Party to make, have made, use or sell any product or service using the Confidential Information, nor is any license under any patent, patent application, utility model, copyright, trade secret, trademark, service mark or any other similar industrial or intellectual property right herein granted. At no time and under no circumstances shall the Receiving Party reverse-engineer, decompile or disassemble any party of the Confidential Information.
4. Term. This Agreement will continue in full force and effect for one year from the Effective Date. The Parties may extend the term of this Agreement by written amendment. Notwithstanding the foregoing, the Parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
5. Form of Relief. The Parties hereby acknowledge and agree that, in the event of any breach of this Agreement by either Party, including, without limitation, the actual or threatened disclosure of a Party’s Confidential Information with the express prior written consent of that Party, such Party will suffer irreparable harm and injury and no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that, in any such event, the harmed Party shall be entitled to seek specific performance of the other Party’s obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. The Receiving Party shall notify the Disclosing Party, in writing, immediately upon occurrence of any such unauthorized release of Confidential Information or other breach of this Agreement which it is aware, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use or disclosure.
6. Assignment. This Agreement and the rights and obligations of either Party under this Agreement may be assigned or transferred only upon the prior written approval of the other Party. The rights and obligations of the Parties will inure to the benefit of, will be binding upon, and will be enforceable by the Parties, their representatives and their permitted successors and assigns.
7. Modifications. No modifications to this Agreement or waiver or any of its terms will be effective unless set forth in writing signed by the Party against whom it is sought to be enforced.
8. Choice of Law and Venue. This Agreement shall be governed by the laws of the State of New York without regard to the conflicts of law provisions thereof, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Queensbury, New York and agree to waive all objections to personal jurisdiction, venue, and forum non conveniens.
9. Construction. The rule of construction that contracts are to be construed strictly against the drafter is expressly made inapplicable to this Agreement.
10. Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable.
11. Entire Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between parties with respect to the subject matter hereof.
12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
13. Notices. Notices hereunder will be effective only if in writing and upon receipt if delivered personally, by overnight mail carrier, or by electronic transmission to the applicable address set forth in the signature block below.