Lucira Health - Non-Disclosure Agreement
Lucira Health - Non-Disclosure Agreement
Lucira Health - Non-Disclosure Agreement
1. As used herein, the “Confidential Information” of a Party will mean any and all technical and non-
technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”), which may include without limitation: (a) patent and patent applications; (b) trade secrets;
(c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship,
models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs,
software source documents, and formulae related to the current, future, and proposed products and services
of each of the Parties, such as information concerning research, experimental work, development, design
details and specifications, engineering, financial information, procurement requirements, purchasing,
manufacturing, customer lists, investors, employees, business and contractual relationships, business
forecasts, sales and merchandising, and marketing plans; and (d) all other information that the Receiving
Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.
2. Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any
termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third
party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing
Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the
Permitted Use. The Receiving Party will also protect such Confidential Information with at least the same
degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less
than reasonable care. The Receiving Party will limit access to the Confidential Information of the
Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a
need to know and who have signed confidentiality agreements containing, or are otherwise bound by,
confidentiality obligations at least as restrictive as those contained herein.
3. The Receiving Party will not have any obligations under this Agreement with respect to a specific
portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate
with competent evidence that such portion of Confidential Information:
(a) was in the public domain at the time it was disclosed to the Receiving Party;
(b) entered the public domain subsequent to the time it was disclosed to the Receiving Party,
through no fault of the Receiving Party;
(c) was in the Receiving Party’s possession free of any obligation of confidence and non-use
at the time it was disclosed to the Receiving Party;
(d) was rightfully communicated to the Receiving Party free of any obligation of confidence
and non-use subsequent to the time it was disclosed to the Receiving Party; or
(e) was independently discovered or developed by employees or agents of the Receiving Party
without access to or use of any Confidential Information of the Disclosing Party.
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4. Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of
the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is
required by a valid order of a court or other governmental body of competent jurisdiction, provided that the
Receiving Party provides the Disclosing Party with prompt, prior written notice of such requirement and
provides the Disclosing Party a reasonable opportunity to quash such requirement and/or to obtain, or to
assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or
requiring that the Confidential Information so disclosed be used only for the purposes for which the law or
regulation required, or for which the order was issued. If the Receiving Party is unable to quash or a
protective order is not obtained, the Confidential Information disclosed in response to such requirement
shall be limited to that information which is (a) legally required to be disclosed; or (b) otherwise required
by law, in the opinion of legal counsel to the Receiving Party.
5. The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or
unauthorized disclosure of the Confidential Information of the Disclosing Party.
6. Upon termination or expiration of this Agreement, or upon written request of either Party, each
Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials
representing the Disclosing Party’s Confidential Information and all copies thereof.
7. Confidential Information is and shall remain the sole property of the Disclosing Party. The
Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as
granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing
Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has
issued or that may issue, based on such Confidential Information. Neither Receiving Party will make, have
made, use or sell for any purpose any product or other item using, incorporating or derived from any
Confidential Information of the Disclosing Party. Neither this Agreement nor the disclosure of any
Confidential Information hereunder shall result in any obligation on the part of either Party to enter into
any further agreement with the other, license any products or services to the other, or to require either Party
to disclose any particular Confidential Information. Nothing in this Agreement creates or shall be deemed
to create any employment, joint venture, or agency between the Parties.
8. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any
form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party
of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party
and will contain any and all confidential or proprietary notices or legends that appear on the original, unless
otherwise authorized in writing by the Disclosing Party.
9. This Agreement will terminate five (5) year(s) after the Effective Date, or may be terminated by
either Party at any time upon thirty (30) days written notice to the other Party. Each Party’s obligations
under this Agreement will survive termination of this Agreement and will be binding upon such Party’s
heirs, successors, and assigns. Each Party’s obligations with respect to all Confidential Information of the
other Party will terminate only pursuant to Section 3.
11. This Agreement and any action related thereto will be governed, controlled, interpreted, and
defined by and under the laws of the State of California, without giving effect to any conflicts of laws
principles that require the application of the law of a different state. Any disputes under this Agreement
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may be brought in the state courts and the Federal courts for the county in which Company’s principal place
of business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of
these courts. This Agreement may not be amended except by a writing signed by both parties.
12. Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the
other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this
Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
13. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid,
such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and,
in such event, such provision will be changed and interpreted so as to best accomplish the objectives of
such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any other occasion.
14. Neither Party will communicate any information to the other Party in violation of the proprietary
rights of any third party.
15. Neither Party will assign or transfer any rights or obligations under this Agreement without the
prior written consent of the other Party and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void, except that a Party may assign this Agreement without
such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of
its assets. The terms of this Agreement shall be binding upon assignees.
16. The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired
pursuant to this Agreement, or any products utilizing such data, in violation of the United States export
laws or regulations.
17. All notices or reports permitted or required under this Agreement will be in writing and will be
delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail,
return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the
mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses
set forth at the end of this Agreement or such other address as either Party may specify in writing.
18. Each Party agrees that the software programs of the other Party contain valuable confidential
information and each Party agrees that it will not modify, reverse engineer, decompile, create other works
from, or disassemble any software programs contained in the Confidential Information of the other Party
without the prior written consent of the other Party.
19. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the
subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to
such matters. No modification of or amendment to this Agreement will be effective unless in writing and
signed by the Party to be charged.
20. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Counterparts may be
delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
3.
The parties have executed this Non-Disclosure Agreement as of the Effective Date.
COMPANY:
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Email: ______________________________________
OTHER SIGNATORY:
Nathan Mckenna
Name of Signatory (Please Print)
Signature
Email: NathanMckenna@gmail.com