Confidentiality Agreement

This Confidentiality Agreement (the “Agreement“), dated as of _______________ (“Effective Date“), is between BioCut, LLC, a Wisconsin Limited Liability Company located at 8219 W Bradley Road, Milwaukee, WI 53223 (“BioCut“), and _________________________________, an individual located at _____________________________________________ (“Recipient“).

WHEREAS, BioCut desires to utilize independent contractors to work on engineering projects and Recipient desires to potentially work on at least one of said projects (the “Purpose”). In order for Recipient to bid on and be considered for said projects BioCut may disclose certain information to Recipient which is confidential and proprietary in nature.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

  1. In connection with the Purpose, BioCut may disclose to Recipient, or Recipient may otherwise receive access to, Confidential Information (as defined below). Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose or permit access to Confidential Information other than to its employees, officers, directors and attorneys (collectively, “Representatives“) who: (a) need to know such Confidential Information for the Purpose; (b) know of the existence and terms of this Agreement; and (c) are bound by written confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care. Recipient shall promptly notify BioCut of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further use or disclosure. Recipient will be responsible for any breach of this Agreement caused by its Representatives.
  2. “Confidential Information” means all non-public, proprietary, or confidential information relating the Purpose, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ act or omission; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in Recipient’s or its Representatives’ possession, as established by documentary evidence, before BioCut’s disclosure hereunder; or (d) was or is independently developed by Recipient or its Representatives, as established by documentary evidence, without using any Confidential Information. Confidential Information also includes: (x) any terms, conditions or arrangements discussed.
  3. If Recipient or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall, before such disclosure, notify BioCut of such requirements so that BioCut may seek a protective order or other remedy, and Recipient shall reasonably assist BioCut therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, Recipient is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
  4. On the expiration of this Agreement or otherwise at BioCut’s request, Recipient shall within 7 days, return to BioCut or destroy all Confidential Information in its and its Representatives’ possession other than Notes, and destroy all Notes, and certify in writing to BioCut the destruction of such Confidential Information.
  5. BioCut has no obligation under this Agreement to (a) disclose any Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Purpose. BioCut provides all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and BioCut will have no liability to Recipient or any other person relating to Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.
  6. BioCut retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person. Any inventions, improvements, innovations, modifications and/or enhancements by a Recipient or its Representatives based on the Discloser’s Confidential Information shall be owned by and be the sole property of the Discloser, and the Recipient agrees to and does hereby assign and/or agrees hereby to cause such other party to assign, all of such ownership interest and rights to the Discloser. Notwithstanding anything herein to the contrary, this Section shall survive any termination or expiration of this Agreement.
  7. The rights and obligations of the parties under this Agreement expire 3 years after the Effective Date; provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives.
  8. Recipient acknowledges and agrees that any breach of this Agreement will cause injury to BioCut for which money damages would be an inadequate remedy and that, in addition to remedies at law, BioCut is entitled to equitable relief as a remedy for any such breach.
  9. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Milwaukee, Milwaukee County, Wisconsin. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  10. All notices must be in writing and addressed to the relevant party at its address set out in the preamble (or to such other address such party specifies in accordance with this Section 10). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective on actual receipt.
  11. Notice of Immunity Under the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
    1. You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
      1. is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or
      2. is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
    2. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you
      1. file any document containing the trade secret under seal; and
      2. do not disclose the trade secret, except pursuant to court order.
  12. This Agreement is the entire agreement of the parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Recipient

By_____________________

Name:

BioCut, LLC

By_____________________

Name:

Title: