Terms

ENTRA HEALTH CONFIDENTIAL AND PROPRIETARY

©2015 Entra Health. All Rights Reserved. The content of this proposal is Entra Health Confidential. Use is limited to Entra Health Employees and the specified customer. Distribution of this proposal outside of Entra Health is strictly prohibited. Violators of this limited-use directive may be subject to legal prosecution. No part of this proposal may be reproduced or copied in any form or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping or information storage and retrieval systems – without written permission of Entra Health, 3111 Camino del Rio N #101, San Diego, CA 92108.

“Entra Health Proprietary Item” means any work, materials, or other tangible or intangible property proprietary to Entra Health and/or used by it in the course of its performance under this Agreement or any Work Orders and that is (i) not a Deliverable, (ii) developed independently of this Agreement, including Pre-Existing Materials; or (iii) designated as an Entra Health Proprietary Item. Inclusion of any Entra Health Proprietary Item in a Deliverable does not change its character as an Entra Health Proprietary Item.

Protection of Entra Health Proprietary Items. Customer will take appropriate steps and precautions for the protection of Entra Health Proprietary Items. Without limiting the generality of the foregoing, Customer will: (a) keep all tangible forms of the Entra Health Proprietary Items secured under access and use restrictions sufficient to prevent any Unauthorized Use; (b) not demonstrate or otherwise make available to any third party any Entra Health Proprietary Items; (c) include in any copy of any Entra Health Proprietary Items made by Customer appropriate notices of Entra Health ownership and IPR in the same; and (d) otherwise use its best efforts to prevent any Unauthorized Use. Customer will immediately notify Entra Health of any Unauthorized Use that comes to Customer’s attention. In the event of any Unauthorized Use relating to the activities of Customer or any of its employees, agents, or representatives, Customer will take all steps reasonably necessary to terminate such Unauthorized Use and to retrieve any copy of the applicable items in the possession or control of the party engaging in such Unauthorized Use. Customer will immediately notify Entra Health of any legal proceeding initiated by Customer in connection with any such Unauthorized Use. Entra Health may, at its option and expense, assume control of such proceeding. If Entra Health assumes such control, Entra Health will have exclusive control over the prosecution and settlement of the proceeding, Customer will provide such assistance related to such proceeding as Entra Health may reasonably request, and Customer will assist Entra Health in enforcing any settlement or order made in connection with such proceeding.

“Confidential Information” means any trade secrets or other information that is not generally available to the public, that Recipient knows is confidential, that is proprietary or trade secret information of Discloser or any information that a party is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature (including, but not limited to, information which relates to a party’s technology, research, development, products, services, pricing of products and services, customers, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs). However, Confidential Information does not include any information that: (a) was known to the Recipient prior to receiving the same from the Discloser in connection with this Agreement; (b) is independently developed by the Recipient without reference to the Confidential Information of the Discloser; (c) is acquired by the Recipient from another source without restriction as to use or disclosure; or (d) is or becomes known to the public through no fault or action of the Recipient.