BioPhotonix

Non-Disclosure Agreement

Please review the agreement below, complete your details, and download the signed NDA. Return the completed document to Adail Islam at BioPhotonix before we discuss any Revolux project details.

NON-DISCLOSURE AGREEMENT
(Universal — Scots Law)

This Non-Disclosure Agreement (this "Agreement") is made on the date set out below.

PARTIES

(1) BIOPHOTONIX LTD, a company incorporated in Scotland (company number SC881225) and having its registered office at Thebeyond, Skypark, 8 Elliot Street, Glasgow, G3 8EP ("BioPhotonix"); and

(2) [Company Name], a company incorporated in [Jurisdiction] (company number [Company Number]) and having its registered office at [Address] (the "Recipient").

(BioPhotonix and the Recipient are each a "Party" and together the "Parties").

BACKGROUND

A. BioPhotonix is engaged in the development of regulated photobiomodulation devices, software, treatment methodologies, and related know-how.

B. In connection with discussions and evaluations concerning a potential commercial, technical, regulatory, academic, or advisory relationship (the "Purpose"), it is necessary for Confidential Information (as defined below) to be disclosed.

C. The Parties wish to protect such Confidential Information on the terms set out in this Agreement.

AGREED TERMS

1. Definitions

1.1 "Confidential Information" means any information (whether written, oral, visual, electronic, or in any other form) disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose which is, or ought reasonably to be regarded as, confidential.

Confidential Information includes, without limitation:

  1. product specifications, prototypes, devices, designs, drawings, samples, software, firmware, algorithms, data, test results, clinical or technical reports, treatment protocols, methodologies, trade secrets, and know-how;
  2. business plans, financial information, pricing, market analysis, regulatory strategy, intellectual property strategy, and commercial arrangements;
  3. the existence and contents of this Agreement and the fact that discussions are taking place between the Parties; and
  4. any copies, notes, analyses, summaries, or other derivatives of the above.

2. Confidentiality Obligations

2.1 The Receiving Party shall:

  1. keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
  2. use the Confidential Information solely for the Purpose and for no other purpose;
  3. restrict access to the Confidential Information to those of its directors, officers, employees, professional advisers, or contractors who have a strict need to know for the Purpose ("Permitted Recipients"), and ensure that such persons are bound by confidentiality obligations no less protective than those in this Agreement; and
  4. apply to the Confidential Information at least the same standard of care as it applies to its own confidential information of a similar nature, and in any event no less than a reasonable standard of care.

3. Exceptions

3.1 The obligations in Clause 2 shall not apply to information which the Receiving Party can demonstrate:

  1. is or becomes publicly available other than as a result of a breach of this Agreement;
  2. was lawfully in its possession prior to disclosure by the Disclosing Party;
  3. is lawfully received from a third party without restriction on disclosure; or
  4. is independently developed without reference to the Confidential Information.

3.2 Disclosure of Confidential Information may be made where required by law, court order, or regulatory authority, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party.

4. Copies and Return of Materials

4.1 The Receiving Party may make copies of the Confidential Information only as strictly necessary for the Purpose.

4.2 Upon written request by the Disclosing Party, the Receiving Party shall promptly:

  1. return all Confidential Information in tangible form;
  2. permanently erase or destroy all electronic copies; and
  3. certify in writing its compliance with this Clause.

5. No Licence or Warranty

5.1 Nothing in this Agreement grants the Receiving Party any licence, right, or interest in the Disclosing Party's intellectual property.

5.2 All Confidential Information is provided "as is" without warranty as to accuracy or completeness.

6. Trade Secrets

Notwithstanding any other provision of this Agreement, Confidential Information which constitutes a trade secret shall remain protected for so long as it retains its status as a trade secret under Scots law.

7. No Reverse Engineering

The Receiving Party shall not, and shall ensure that its Permitted Recipients do not, directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, structure, design, firmware behaviour, software logic, or underlying ideas of any Confidential Information, prototype, device, or material disclosed under this Agreement.

8. No Clinical or Patient Use

The Receiving Party acknowledges that all devices, protocols, and materials disclosed are provided solely for evaluation and discussion purposes. The Receiving Party shall not use, test, trial, deploy, or apply any Confidential Information in or on human subjects, patients, or clinical settings, nor submit the same for ethical approval, clinical investigation, or experimental use, without the prior written consent of the Disclosing Party.

9. Regulatory Restrictions

The Receiving Party shall not submit or disclose Confidential Information to any regulatory authority, notified body, conformity assessment body, ethics committee or standards organisation without the prior written consent of the Disclosing Party, except where such disclosure is expressly within the agreed scope of services between the Parties or otherwise required by law.

10. Non-Circumvention

Neither Party shall knowingly use Confidential Information disclosed by the other Party for the principal purpose of circumventing the Disclosing Party in relation to a specific commercial opportunity introduced by the Disclosing Party in connection with the Purpose. This restriction shall not apply to any person or organisation with whom the Receiving Party had a pre-existing relationship, of whom it was independently aware, or with whom it subsequently establishes contact independently of the Confidential Information.

11. No Publicity

The Receiving Party shall not make any public announcement or disclosure regarding this Agreement, the Confidential Information, or the discussions between the Parties without the prior written consent of the Disclosing Party.

12. Term and Survival

12.1 This Agreement shall commence on the date first written above and shall continue for five (5) years unless terminated earlier by mutual written agreement.

12.2 The confidentiality and non-use obligations shall survive expiry or termination for five (5) years from the date of disclosure, or for so long as the Confidential Information remains confidential, whichever is longer.

13. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

14. Remedies

The Receiving Party acknowledges that damages alone may be an inadequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or equitable relief.

15. Entire Agreement and Variation

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter. Any variation must be in writing and signed by authorised representatives of both Parties.

16. Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be legally effective.

17. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with Scots law. The Scottish courts shall have exclusive jurisdiction.

SIGNED

For and on behalf of BioPhotonix

Signature: Adail Islam signature

Name: Adail Islam

Title: Director / CEO

Date: [Date]

For and on behalf of the Recipient

Signature: [Signature]

Name: [Name]

Title: [Title]

Email: [Email]

Date: [Date]

Complete Your Details

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