MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

THIS AGREEMENT is made and entered into by and between Honesty Rx, LLC, Inc. (Honesty), a Louisiana corporation, with its principal place of business at 3200 Ridgelake Dr., Ste. 101, Metairie, LA 70002, and You (“Representative”).  Honesty Rx and the Representative are each referred to hereinafter as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire to enter into discussions about a possible business relationship or transaction whereby Honesty Rx, LLC may provide an opportunity for the Representative to function as an independent contractor distributing any/all prescription discount cards variations created by Honesty (the "Potential Transaction").

WHEREAS, in connection with the Potential Transaction, the Parties intend after the Effective Date to disclose certain selected materials, data and information, in whatever form or media, relating to their businesses, organization, operations, systems and processes ("Confidential Information").

WHEREAS, the Parties are willing to disclose Confidential Information provided that the information so disclosed is protected by the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and intending to be legally bound hereby, the Parties agree as follows:

        Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any information, technical data or know-how relating to the respective businesses, research, services, patients, patient lists, physicians, customers, members, owners, representatives names, markets, software, developments, inventions, designs, drawings, marketing, marketing plans, finances, financial statements or employment or consulting information, together with any analyses, compilations, forecasts, studies or other documents prepared by either of the Parties or their Representatives related thereto, of either of the Parties, including, without limiting the generality of the foregoing, any such information disclosed by either Party or its Representatives to the other Party or its Representatives prior to the date hereof in connection with the Parties' consideration of the Potential Transaction. As used in this Agreement, "Representatives" of a Party shall include any of its officers, directors, employees, agents, affiliates or representatives, including, without limitation, attorneys, accountants, consultants and financial advisors. 

  1. Nondisclosure of Discussions. Without the prior written consent of the other Party, neither Party nor its respective Representatives (as defined herein) will disclose to any other person or entity the fact that the Confidential Information has been made available, that discussions or negotiations are taking place regarding the Potential Transaction, or any of the terms, conditions or other facts with respect to any Potential Transaction, including the status thereof, provided that a Party may make such disclosure if such disclosure must be made in order not to violate any applicable law, regulation or regulatory authority requirement.

 

 

  1. Nondisclosure of Confidential Information. The Parties agree that the Confidential Information furnished to the Receiving Party by or on behalf of the Disclosing Party shall be held in the strictest confidence and will not, without the prior written consent of the Disclosing Party, be disclosed by the Receiving Party or any of its Representatives in any manner whatsoever, in whole or in part, and will not be used by either Party or its Representatives, directly or indirectly, for any purpose other than evaluating the possible Potential Transaction. As used in this Agreement, the term "Receiving Party" means the Party receiving Confidential Information and the term "Disclosing Party" means the Party providing Confidential Information or causing Confidential Information to be provided.

  2. Receiving Party and its Representatives shall use the Confidential Information solely for their internal inspection and review to evaluate the Potential Transaction, and, except for such evaluation, shall not (a) use such information (i) for their own business or personal purpose, or (ii) on behalf of any third party; or (b) distribute, transfer or disclose such information in any way to any person or entity.

  3. Only those Representatives of the Receiving Party who have a "need to know" may inspect and review Confidential Information for purposes related to the Potential Transaction and agree to be bound by the terms of this Agreement.

  4. Records & Return of Materials. Any documents or other materials containing Confidential Information that have been furnished in connection with the consideration of the Potential Transaction shall be promptly returned by the Receiving Party to the Disclosing Party who supplied it or, at the option of the Receiving Party, destroyed, together with all copies of the notes or other summaries relating to such materials or documents, within ten (10) days (or such other time period agreed to by the Parties) after discussions regarding the Potential Transaction have been terminated by written notice from either Party. Upon completion of its review of the Confidential Information (or earlier upon request), Receiving Party shall, as applicable, either deliver to Disclosing Party (a) all tangible materials containing or embodying such information and all copies thereof, or (b) an executed certification attesting that all such information has been destroyed.  Notwithstanding anything contained herein, no information, technical data or know how shall be deemed Confidential Information and shall not be subject to this Agreement if it (a) was already in the Receiving Party's possession on a non-confidential basis prior to the time of disclosure to the Receiving Party by or on behalf of the Disclosing Party, provided that, to the Receiving Party's knowledge, the source of such information is not bound by a confidentiality agreement with the Disclosing Party or other contractual, legal or fiduciary obligation or confidentiality to the Disclosing Party or any other person with respect to any such information (b) is now, or hereafter becomes, generally known or available to the public through no act of failure to act on the part of Receiving Patty or its Representatives; (c) is hereafter rightfully furnished to Receiving Party by a third party (unrelated to Receiving Party) on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other person with respect to any of such information; or (d) is independently developed by Receiving Party or its Representatives without the use of, or reliance on the Confidential Information.

 

  1.  Disclosure of Confidential Information Required by Law. If the Receiving Part or any of its Representatives receives a request to disclose (by oral questions, interrogatories, requests for information or documents, subpoena, criminal or civil investigative demands or similar processes) any Confidential Information, the Receiving Party will, other than where prohibited by applicable law or where such disclosure is required as a result of an examination by a regulatory or governmental agency that is required to keep such information confidential, provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and the Receiving Party shall cooperate with the Disclosing Party, at the Disclosing Party's expense, in any reasonable effort undertaken to obtain a protective order or other remedy. In the event that such protective order or other remedy is not promptly effectuated, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which it believes in good faith is legally required and will exercise its commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information is disclosed.

 

  1. Remedies. In the event of any breach of this Agreement by Receiving Party including without limitation the actual or threatened disclosure of Confidential Information without the express prior written consent of Disclosing Party, Disclosing 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, in any such event, Disclosing Party shall be entitled, in addition to all other remedies available to it, to specific performance of this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.

  2. Term. This Agreement shall continue in full force and effect for so long a Disclosing Party continues to provide Receiving Party, or its Representatives continue to possess, any Confidential Information, and for a period of ten (10) years thereafter.

  3. Miscellaneous. This Agreement may be assigned by either Party only upon the prior written approval of the other Party. This Agreement will be binding upon the successors and assigns of each Party, and Party's rights hereunder will be enforceable by such Party and its successors and permitted assigns.

  4. No Representations Regarding Information. The Disclosing Party acknowledges that they will endeavor to include materials that they believe to be reliable and relevant when furnishing Confidential Information for the purpose of the Receiving Party's evaluation of the Potential Transaction, but neither Party nor their Representatives makes any representation or warranty (express or implied) as to the accuracy or completeness of any Confidential Information. Both Parties agree and acknowledge that only those particular representations and warranties which may be made in a definitive agreement if, when and as it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

  5. No modifications of this Agreement or waiver thereof will be effective unless set forth in a writing signed by the Parties.  No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, or preclude any other or further exercise of any right, power, or privilege hereunder.

  6. The Parties each acknowledge and agree that nothing contained herein shall constitute a commitment to proceed with or to consummate the Potential Transaction.

  7. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, United States of America, without regard to conflicts of law principles.  All suits, proceedings and other actions relating to, arising out of or in connection with this Agreement, whether founded in contract or tort, shall be submitted to any court of appropriate jurisdiction within the State of Louisiana.

  8. Neither Party shall release any information about the Potential Transaction to the press, news media or pharmaceutical manufacturers without the express written consent of the other Party.

  9. Notices. All notices, requests, demands and any other communications require or permitted hereunder shall be in writing and shall be deemed to be duly delivered upon receipt if sent via facsimile or e-mail with confirmed receipt, or delivered in person or three (3) day after being deposited in the US Mail if sent by registered or certified mail, postage prepaid return receipt requested, to:

If to Honesty Rx:

Honesty Rx, LLC

3200 Ridgelake Dr., Ste. 101

Metairie, LA 70002

hrxcard@gmail.com

330-552-2309 (Fax)

 

If to Representative:

Address submitted on Enrollment Application