CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made and entered into this 3rd day of March 2020, by and between
Osseoprint3D LLC, an LLC organized under the laws of the State of Delaware, having an
address of 425 Essex Street, in Millburn NJ, New Jersey and
WITNESSETH:
WHEREAS, each of the Parties above is in possession of Confidential and proprietary
information.
WHEREAS, for purposes of this Agreement, any Party can be a Discloser or Recipient of
Confidential Information.
WHEREAS, a Discloser possesses certain confidential and proprietary information and is
willing to disclose such confidential and proprietary information to Recipients, subject to
the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Discloser may disclose to Recipient(s) certain information and materials including, but
not limited to, scientific and business information relating to technology for producing
bone grafts using 3D printing, attaching these various implants to a patient, as well as
other related information that the Discloser identifies as confidential (the “Scope”), for
the purpose of evaluating a potential strategic partnership related to commercializing these
technologies (the “Purpose”). All such information furnished by a Discloser to Recipients or
to Recipients’ directors, officers, employees or representatives, including, without
limitation, attorneys, accountants, consultants and financial advisors (collectively,
“Representatives”), and all analyses, compilations, data, studies or other documents
prepared by Recipients or their Representatives containing or based in whole or in part on
any such furnished information or reflecting review of, or interest in, the Purpose, are
hereinafter collectively referred to as the “Confidential Information.” Discloser warrants
that it owns or is otherwise free to disclose the Confidential Information that it will
disclose to Recipients pursuant to the terms of this Confidentiality Agreement.
2. In consideration of Discloser’s disclosure of the Confidential Information to Recipients,
Recipients agree that for a period of five (5) years (the “Confidentiality Period”) from the
date of this Confidentiality Agreement, the Confidential Information received hereunder by
them or their Representatives will be kept confidential by Recipients and their
Representatives and will not, without prior written consent of Discloser, be disclosed by
Recipients or their Representatives, in any manner whatsoever, in whole or in part, and will
not be used by Recipients or their Representatives directly or indirectly except for the
Purpose.
3. During the Confidentiality Period, neither party nor its representatives will, without the
prior written consent of the other party, disclose to any other person the fact that
Confidential Information has been exchanged, that discussions or negotiations are taking
place concerning the Purpose, or any of the terms, conditions or other facts with respect to
the Purpose, including the status thereof, except as required by law and then only with
prior written notice as soon as possible to the other party. The term “person” as used in
this Confidentiality Agreement shall be interpreted broadly to include, without limitation,
any corporation, Discloser, group, partnership, or individual.
4. Confidential Information disclosed by Discloser to Recipients or their Representatives
hereunder in written or electronic form shall be conspicuously marked “Confidential” by
Discloser. Confidential Information that is furnished by Discloser to Recipients or their
Representatives hereunder orally shall be identified by Discloser as confidential at the
time of disclosure, and within thirty (30) days after disclosure shall be furnished to
Recipients in written or electronic form conspicuously marked “Confidential.” During such
thirty (30) day period, oral Confidential Information identified as confidential when
disclosed shall be subject to the terms of this Confidentiality Agreement. Any information
that is not identified as provided in this paragraph shall be deemed to be outside the Scope
of Confidential Information and shall be subject to the provisions of paragraph 5
hereof.
5. Confidential Information or material that is outside the Scope set out in paragraph 1
hereof, whether or not included in the definition of “Confidential Information,” shall not
be disclosed by Discloser to Recipients hereunder. If such information or material is
disclosed: (a) Recipients shall have no obligations with respect to confidentiality of such
information or material; (b) there shall be no restrictions on Recipients’ use of such
information or material; and (c) Recipients shall not be restricted in any manner in their
business or operations because of receipt of such information or material.
6. Recipients shall limit disclosure of Confidential Information received hereunder to only
those of its directors, officers, employees and Representatives who are directly concerned
with the Purpose stated above. Recipients shall advise their directors, officers, employees
and Representatives upon disclosure of any Confidential Information to them of the
confidential nature of the Confidential Information and the terms and conditions of this
Confidentiality Agreement and shall use reasonable safeguards to prevent unauthorized
disclosure by such directors, officers, employees and Representatives.
7. The restrictions set forth in this Confidentiality Agreement shall not apply to
Confidential Information which:
(a) at the time of disclosure is or thereafter becomes available to the public through no
fault of Recipients;
(b) as shown by written or electronic records, was known to, or was otherwise in the
possession of, Recipients prior to the receipt of such Confidential Information
hereunder;
(c) is shown by Recipients to have become available to Recipients from a source, other than
Discloser or one of its representatives, which has represented to Recipients that such
source is not bound by a confidentiality agreement with Discloser;
(d) is shown by Recipients to have been developed by Recipients independently of any
disclosure made hereunder; or
(e) is required by paragraph 4 hereof to be identified by Discloser as confidential and is
not so identified.
8. In the event that Recipients or anyone to whom it transmits Confidential Information
pursuant to this Confidentiality Agreement is requested or becomes legally compelled (by
oral questions, interrogatories, request for Confidential Information or documents,
subpoena, civil investigative demand or similar process or otherwise) to disclose any of the
Confidential Information, Recipients will provide Discloser with prompt prior written notice
so that Discloser may seek a protective order or other appropriate remedy.
9. Upon request of Discloser: (a) any Confidential Information which Recipients or their
Representatives obtained from Discloser or its representatives will be returned or destroyed
promptly; and (b) information which is derived or developed by Recipients or their
Representatives from Confidential Information received hereunder, or which contains notes or
other work product of Recipients or their Representatives related to the Confidential
Information, will be destroyed. All copies of such Confidential Information will be returned
or destroyed, except that one copy may be retained by Recipients solely for legal archival
purposes.
10. This Confidentiality Agreement constitutes the entire understanding between the parties
relating to the subject matter hereof, and no amendment or modification to this
Confidentiality Agreement shall be valid or binding upon the parties unless made in writing
and signed by each party.
11. This Confidentiality Agreement shall not be construed to create any obligation on the
part of either party hereto or its respective Affiliates to enter into any further agreement
or transaction of any kind, to retain the other party’s services or to compensate the other
party in any manner, except as may be set forth by a separate written agreement duly
executed by authorized representatives of the parties hereto which are parties to such
separate written agreement.
12. This Confidentiality Agreement shall be governed and construed in accordance with the
laws of New Jersey applicable to agreements made and to be performed within such State.
13. Nothing in this Agreement shall be construed to grant to Recipients, by implication or
otherwise, any interest, right or license with respect to, or under, any patent application,
patent or claims of patents, or any other intellectual property right present or future, of
the Discloser.
IN WITNESS WHEREOF, the parties hereto have entered into this Confidentiality Agreement as of
the day and year first above written.
