RECITALS

Whereas:

• A. The purpose of this Agreement is to benefit from the combined resources, institutional knowledge, technical expertise, technical knowhow, third-party relationship(s), and proprietary ideas, between the parties for the express purpose of pursuing and maintaining business opportunities within the fields of AcuDetox and medicinal acupuncture.
• B. It is the policy of the Disclosing Party that board and committee members, inclusive of trustees and committee members, of the Disclosing Party will not disclose Confidential Information belonging to, or obtained through their affiliation with, the Disclosing Party to any person, to include but not limited to, their relatives, friends, business, and other professional associates, unless the Disclosing Party has expressly authorized disclosure in writing approved by the board. This Agreement is not intended to prevent disclosure where disclosure(s) are required by law.
• C. For the protection of all Confidential Information and Operation Information as defined in this Agreement, the Disclosing Party has requested and the Receiving Party will protect the Confidential Information and Operational Information which may be disclosed between the Disclosing Party and Receiving Party.

DEFINITIONS

Confidential Information shall mean all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged, which includes but is not limited to technical and business information relating to the Disclosing Party’s proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, patients, marketing, strategic alliances, partners, and current or future business plans and models, regardless of whether such information is designated as Confidential Information at the time of its disclosure. The nature of information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

Confidential Information does not mean information that is: (i) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party, (ii) discovered or created by the Receiving Party before disclosure by the Disclosing Party, (iii) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives, or (iv) is disclosed by the Receiving Party with Disclosing Party's prior written approval.

Operation Information shall mean schematics, drawings, plant manuals, operating drawings, contact details and other information that relates to the operation of the Disclosing Party’s assets and equipment.

AGREEMENT PROVISIONS

In consideration of the mutual covenants and conditions contained herein, to induce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:

ARTICLE I: OBLIGATION OF CONFIDENTIALITY AND NONDISCLOSURE

• 1.1 Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties, subject to Article 1.2 of this Agreement, as is required and shall require those persons to sign nondisclosure agreement(s) at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in his/her/its possession pertaining to Confidential Information immediately if Disclosing Party requests such in writing.
• 1.2 Receiving Party shall not disclose Confidential Information within its own organization to any directors, officers, partners, members and/or employees unless there is a need to know, and the Receiving Party shall first obtain the written consent of the Disclosing Party (i.e. board) before any dissemination of Confidential Information. Receiving Party shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Disclosing Party (i.e. board).
• 1.3 Receiving Party shall use the Confidential Information only for the purpose of furthering the business and investment interest of the Disclosing Party.
• 1.4 Disclosing Party warrants that he/she/it has the right to make the disclosures of Confidential Information under this Agreement.
• 1.5 The Receiving Party understands and acknowledges that the Confidential Information has been developed or obtained by the Disclosing Party by its investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Disclosing Party which provides the Disclosing Party with a significant competitive advantage and needs to be protected from improper disclosure.

ARTICLE II: NO LICENSING OR CONTRACTING OBLIGATION(S)

• 2.1 This Agreement does not and shall not be construed as creating, conveying, transferring, granting, or conferring upon the Receiving Party any right(s), license, or authority in or to the Confidential Information exchanged, except the limited right to use Confidential Information in conformity with this Agreement. No license or conveyance of any intellectual property right(s) is granted or implied by this Agreement.
• 2.2 Neither party hereto this Agreement has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Disclosing Party may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. The parties hereto acknowledge and agree that the exchange of Confidential Information under this Agreement shall not commit or bind either party to any present or future contractual relationship, except as specifically stated herein, nor shall the exchange of Confidential Information be construed as an inducement to act or not to act in any given manner.

ARTICLE III: DURATION

• 3.1 The provisions of this Agreement shall remain in effect until the Confidential Information no longer qualifies as Confidential Information under this Agreement or Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
• 3.2 All documents provided by Disclosing Party shall be returned to Disclosing Party by Receiving Party within fifteen (15) business days of the termination of this Agreement as defined in Article III of this Agreement.

ARTICLE IV: GOVERNING LAW

• 4.1 This Agreement shall be governed by and construed in accordance with the Laws of the State of Maryland without regard to its conflict of laws, rules, or principles.
• 4.2 The parties hereto this agreement agree that venue shall be in Prince George’s County, Maryland should a dispute arise that requires judicial adjudication.
• 4.3 The parties hereto waive their right to a jury trial in any court proceeding.

ARTICLE V: NO WARRANTY

5.1 The Receiving Party acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. The Disclosing Party makes no warranties, expressed or implied, with respect to the Confidential Information and hereby expressly disclaims any and all implied warranties of merchantability and fitness for a particular purpose. In no event shall the Disclosing Party be liable for any direct, indirect, special, or consequential damages, injury, or harm in connection with or arising out of the performance or use of any portion of the Confidential Information. Any action taken by the Receiving Party in response to the Confidential Information shall be solely at the risk of the Receiving Party.

ARTICLE VI: SEVERABILITY

6.1 Should any provision of this Agreement be found, held, or deemed to be unenforceable, void or voidable, as contrary to law or public policy under the laws of Maryland or any other State, Commonwealth, or Territory of the United States, the parties hereto intend that the remaining provisions of this Agreement shall continue in full force and be binding upon the parties.

ARTICLE VII: MISCELLANEOUS

7.1 The parties hereto this Agreement agree that if there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the Disclosing Party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

ARTICLE VIII: ENTIRE AGREEMENT

8.1 This Agreement and its attachments, if any, contain the entire understanding between the parties hereto with respect to the subject matter herein this Agreement. There are no other representations, warranties, agreements, or understandings whether oral or written between the parties hereto relating to the subject matter hereof that are not fully expressed herein.

ARTICLE IX: AMENDMENTS

9.1 This Agreement may not be amended except pursuant to a written instrument signed by each of the Parties.

ARTICLE X: WAIVER

10.1 The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

We, the Undersigned, agree to the above-stated terms of this Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative, if the party is an entity.