This agreement (“Agreement”) is to confirm the understanding and agreement between One Athlete and the undersigned (“you”) with respect to certain highly- sensitive confidential information relating to One Athlete, it’s affiliates’, its participants, and products produced in connection with the aforementioned which is being provided to you solely in connection with your relationships with One Athlete and its founders.
1. Confidentiality and Use Restriction. You agree that all of the information that is made available or disclosed to you, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral, and regardless of whether or not marked or otherwise identified as confidential) regarding the Relationships and/or Products (i.e., ALPHA) (“Confidential Information”) constitutes valuable and proprietary confidential information of One Athlete. Confidential Information includes, without limitation, product specification and/design details, Feature specification, trademarks and logos, information regarding development, distribution, promotion, marketing, and the existence or subject matter of health data collection, monitoring and/or the process of intervention, prevention and treatment. With respect to the Confidential Information, you agree as follows:
a. You agree to keep secret and not to disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information. Without limiting the forgoing, under no circumstances shall any tangible embodiments of the products (i.e. ALPHA), features, or protocols be communicated or presented by electronic mail or other means which do not result in your having physical control at all times.
b. You shall not reproduce any Confidential Information without the prior written consent of a representative of One Athlete. You agree that any permitted reproductions of Confidential Information will contain and state the same confidential or proprietary notices or legends, if any, that appear on the original. You agree that all resources, notes, questions, methods, features, products, and all other tangible embodiments of Confidential Information, and all copies thereof, shall at all times be and remain in the property of One Athlete.
c. You shall take adequate measures to protect the security of the Confidential Information and to ensure that no Confidential Information is disclosed or otherwise made available to other persons or entities or used in violation of the restrictions set forth herein. You agree to keep all copies of Confidential Information segregated from other materials, and in no event will you transmit or permit the transmission of any Confidential Information through electronic mail or otherwise via the internet.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as a sealed instrument.
ONE ATHLETE & ALPHA