This Confidentiality Agreement involves
Title: CONSULTANT CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT
Governing Law: Michigan Date: 5/9/2016
Industry: Business Services Sector: Services
CONSULTANT CONFIDENTIALITY, INVENTION
ASSIGNMENT AND NON-COMPETE AGREEMENT
THIS CONSULTANT CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the signature page below between OptimizeRx Corp. (“OptimizeRx”), and the person whose name is set forth on the signature page below as Consultant (“Consultant”).
In consideration of the Consulting Agreement entered into between the Consultant and OptimizeRx, with the intention that this Agreement shall apply to the entire period of the Consulting Agreement with OptimizeRx (including the period prior to the date of this Agreement), Consultant hereby agrees as follows:
1. CONFIDENTIAL INFORMATION DEFINED. “Confidential Information” means trade secrets, proprietary information and materials, and confidential knowledge and information which includes, but is not limited to, matters of a technical nature (such as discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, diagrams, test data, scientific methods and know-how, and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans for further development, and any other information of a similar nature not available to the public).
“Confidential Information” shall not include information that: (a) was in Consultant’s possession or in the public domain before receipt from the Company, as evidenced by the then existing publication or other public dissemination of such information in written or other documentary form; (b) becomes available to the public through no fault of Consultant; (c) is received in good faith by Consultant from a third party who is not subject to an obligation of confidentiality to the Company or any other party; or (d) is required by a judicial or administrative authority or court having competent jurisdiction to be disclosed by Consultant, provided that Consultant shall promptly notify the Company and allow the Company a reasonable time to oppose or limit such order.
2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OPTIMIZERX. Consultant acknowledges that, during the period of Consultant’s consulting with OptimizeRx, Consultant has had or will have access to Confidential Information of OptimizeRx. Therefore, Consultant agrees that both during and after the period of Consultant’s consulting with OptimizeRx, Consultant shall not, without the prior written approval of OptimizeRx, directly or indirectly (a) reveal, report, publish, disclose or transfer any Confidential Information of OptimizeRx to any person or entity, or (b) use any Confidential Information of OptimizeRx for any purpose or for the benefit of any person or entity, except as may be necessary in the performance of Consultant’s work for OptimizeRx.
3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS. Consultant acknowledges that, during the period of Consultant’s consulting with OptimizeRx, Consultant may have had or will have access to Confidential Information of third parties who have given OptimizeRx the right to use such Confidential Information, subject to a non-disclosure agreement between OptimizeRx and such third party. Therefore, Consultant agrees that both during and after the period of Consultant’s consulting with OptimizeRx, Consultant shall not, without the prior written approval of OptimizeRx, directly or indirectly (a) reveal, report, publish, disclose or transfer any Confidential Information of such third parties to any person or entity, or (b) use any Confidential Information of such third parties for any purpose or for the benefit of any person or entity, except as may be necessary in the performance of Consultant’s work for OptimizeRx.
4. PROPERTY OF OPTIMIZERX. Consultant acknowledges and agrees that all Confidential Information of OptimizeRx and all reports, drawings, blueprints, materials, data, code, notes and other documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on data files or on any other type of media, and whether or not labeled or identified as confidential or proprietary, made or compiled by Consultant, or made available to Consultant, during the period of Consultant consulting with OptimizeRx (including the period prior to the date of this Agreement) concerning OptimizeRx’s Confidential Information are and shall remain OptimizeRx’s property and shall be delivered to OptimizeRx within five (5) business days after the termination of such consulting with OptimizeRx or at any earlier time on request of OptimizeRx. Consultant shall not retain copies of such Confidential Information, documents and records.
5. PROPRIETARY NOTICES. Consultant shall not, and shall not permit any other person to, remove any proprietary or other legends or restrictive notices contained in or included in any Confidential Information.
(a) Consultant shall promptly, from time to time, fully inform and disclose to OptimizeRx in writing all inventions, copyrightable material, designs, improvements and discoveries of any kind which Consultant now has made, conceived or developed (including prior to the date of this Agreement), or which Consultant may later make, conceive or develop, during the period of Consultant’s consulting with OptimizeRx, which pertain to OptimizeRx’s business (“Inventions”). For greater certainty, OptimizeRx’s business deals with communications of copay savings, vouchers and clinical messaging for pharma, biotech and diagnostic companies. OptimizeRx specifically owns SampleMD, a software application which delivers an automated system that replaces traditional physical drug samples by enabling doctors or other healthcare providers to automatically print and electronically distribute sample vouchers or co-pay discount coupons within their ePrescribing/ EHR (electronic health record) system or from their computer desktops. OptimizeRx plans to offer and is in testing for the following: its Voucher DVM for distributing coupons for Veterinary clinics or offices; its system called “Invite a Rep” to allow physicians to contact their pharmaceutical rep, set up appointments; and its Consumer App that allows consumers to search for prescriptions savings on their mobile phone. Additionally, OptimizeRx offers Drug File Integration support services and sales training to their sponsoring clients. This covenant applies to all such Inventions, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection; and whether or not they are conceived and/or deve