Non-disclosure Agreement for revassurance.com
THIS AGREEMENT is made and entered into as of the date (“Effective Date”) that an account is made for you to access revassurance.com (“Disclosed Product”), by and between ERN Enterprises, Inc. (“Disclosing Party”) and you (“Receiving Party”).
Purpose for Disclosure (“Business Purpose”):
Revassurance.com is a cloud-based, research and content generation portal for healthcare advocates, account managers, and billers and coders. Revassurance.com offers a suite of resources concerning prompt payment laws for myriad jurisdictions, including but not limited to Medicare Advantage, ERISA, Veterans Affairs, California HMO, California PPO, and Medi-Cal claims. These resources include an encyclopedia, speaking scripts, letter generation tools, a jurisdiction map, and an interest calculator among others.
The purpose of disclosure is to demonstrate the features, functionality, and use cases of the the Disclosed Product and to collect the Receiving Party’s evaluations, including any comments, concerns, suggestions, or testimonials before the end of the demonstration period.
The Parties hereby agree as follows:
- For purposes of this Agreement, “Confidential Information” or “Proprietary Information” shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, illustrations, and designs disclosed to the Recipient.
- In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information.
- Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after one (1) year following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
- All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party.
- In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys’ fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.
- The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the state of California. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written.