NON-DISCLOSURE AGREEMENT

This AGREEMENT is made between GuidedSmile and Chrome Full Arch Guides Stability, (the “DISCLOSER”) and the submitter (the “RECIPIENT”) for the purpose of training, reviewing and evaluating the possibility of transactions between them that require disclosure of certain confidential business information of DISCLOSER to RECIPIENT.

WHEREAS, RECIPIENT has chosen to engage in business activities or discussions with DISCLOSER and RECIPIENT will have access to certain CONFIDENTIAL INFORMATION of DISCLOSER and DISCLOSER will provide RECIPIENT access thereto under the terms and conditions of this Agreement.

    1. RECIPIENT agrees it will not use, will not disclose and will hold in confidence all of DISCLOSER’S CONFIDENTIAL INFORMATION, as hereinafter defined, except as expressly permitted by this Agreement, and that any product(s), process information, technical information, formulas, financial data, customer lists, programs, drawings, designs, diagrams or other documents associated therewith as well as discussions related thereto shall remain the property of and proprietary to DISCLOSER, may not be reproduced by RECIPIENT without the written consent of DISCLOSER, and shall be returned to DISCLOSER promptly upon written request by DISCLOSER. “CONFIDENTIAL INFORMATION” shall mean all information concerning its business that DISCLOSER treats as confidential and does not ordinarily make publicly available, including without limitation tax returns and financial statements, reports, all data, all processes, equipment, reports, information and data, formulas, designs, and technical information, in whatever form, regarding DISCLOSER’S customers, personnel, plans, products, processes, equipment, patents, trademarks, technology, materials, suppliers, costs, operations, trade secrets, prospects, and marketing and business strategies.  The term “CONFIDENTIAL INFORMATION” will not, however, include information that (i) is or becomes available to the public through no fault of RECIPIENT, (ii) is disclosed to RECIPIENT by a third party who has the lawful right to do so, or (iii) is disclosed pursuant to an order of a court of competent jurisdiction.
    2. RECIPIENT agrees that it will not use CONFIDENTIAL INFORMATION obtained hereunder except for the purposes of this Agreement, and will not sell, offer for sale or otherwise cause any other party to use DISCLOSER’S CONFIDENTIAL INFORMATION.
    3. RECIPIENT shall treat the CONFIDENTIAL INFORMATION as proprietary to DISCLOSER. Such CONFIDENTIAL INFORMATION is covered by this Agreement: (a) whether disclosed by DISCLOSER or an agent of DISCLOSER; (b) whether disclosed in oral, written, physical, graphic or other form; and (c) whether or not explicitly marked or declared Confidential at the time of the disclosure.
    4. RECIPIENT shall make the CONFIDENTIAL INFORMATION available only to those people within its organization as are necessary to perform work or other activities under this Agreement. RECIPIENT shall inform each employee, agent or client who receives or accesses such CONFIDENTIAL INFORMATION of its confidential and proprietary nature and of the obligations contained herein.   In consideration for receiving DISCLOSER’S CONFIDENTIAL INFORMATION, RECIPIENT promises to undertake all necessary and appropriate steps to ensure that the confidentiality of the CONFIDENTIAL INFORMATION is maintained and protected from unauthorized disclosure.
    5. RECIPIENT shall notify DISCLOSER immediately if it becomes aware of any use or disclosure of the CONFIDENTIAL INFORMATION, which is not authorized by this Agreement.
    6. RECIPIENT acknowledges that DISCLOSER shall own any and all rights to Intellectual Property (patents, trade secrets) in its Products and the CONFIDENTIAL INFORMATION related thereto.
    7. The obligations set forth herein as to any CONFIDENTIAL INFORMATION are non-expiring as long as the information remains CONFIDENTIAL INFORMATION as defined above.
    8. For the purposes of this Agreement, specific information disclosed shall not be deemed to be in the public domain or in the prior possession of RECIPIENT merely because it is encompassed by more general information in the public domain or more general information in the prior possession of RECIPIENT.
    9. RECIPIENT shall not solicit or offer employment or other engagement (as independent contractor, consultant, partner, owner, or advisor) to any of DISCLOSER’S employees for a period of two (2) years after any disclosure of CONFIDENTIAL INFORMATION hereunder without DISCLOSER’S prior written consent.
    10. If RECIPIENT breaches this Agreement, RECIPIENT shall pay DISCLOSER’S reasonable attorneys fees and court costs expended in the enforcement of this Agreement and RECIPIENT represents that its agreement to do the same can fairly be said to be the product of a free and understanding negotiation between parties of equal bargaining power and similar sophistication.
    11. RECIPIENT acknowledges that in the event of a breach of this Agreement caused by RECIPIENT or by any of its agents, employees or affiliates, DISCLOSER will suffer irreparable harm that cannot be fully remedied by monetary damages. RECIPIENT therefore agrees that in such event, DISCLOSER shall be entitled to seek and obtain injunctive relief or specific performance, as well as any other relief available under this Agreement or applicable law.  If DISCLOSER prevails in any legal action arising under this Agreement brought against RECIPIENT, DISCLOSER shall be entitled, in addition to any other available remedies, to reimbursement for its expenses incurred, including but not limited to attorney fees, travel expenses and court costs.
    12. This AGREEMENT is separable. If any court declares any provision of this AGREEMENT void or invalid, all other provisions of this AGREEMENT remain binding.
    13. This AGREEMENT is the complete understanding of the parties. Any promise or condition not contained in this AGREEMENT is not binding in the parties.
    14. Neither party may assign this AGREEMENT without the written consent of the other party.
    15. This Agreement shall be governed by and construed in accordance with the laws of The State of Ohio, United States of America. In the event that either party seeks judicial enforcement of this agreement, jurisdiction and venue shall be in a court of competent jurisdiction in Cuyahoga or Summit County, Ohio, United States of America, and the parties hereto consent to such jurisdiction and venue.
    16. If any restriction or provision contained in this Agreement is too broad to permit enforcement to the extent permitted by law or is declared to be invalid or unenforceable by a court of competent jurisdiction, such restriction or provision shall be modified by the court to the extent necessary for enforcement or validity, or if impossible shall be severed from the Agreement, with the remaining provisions to be enforced.
    17. Person(s) executing this Agreement on behalf of RECIPIENT personally warrant and represent that they have been authorized to sign this Agreement on behalf of RECIPIENT and to legally bind their respective employer.
    18. Delay or failure to exercise any right or remedy hereunder shall not impair such right or remedy or be construed as a waiver thereof or as acquiescence in a breach of this Agreement. Any single or partial exercise of any right shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.