The Confidential Information that IPN will supply or has supplied to date to you is described generally as information relating to IPN’s current and future product and business information and general proprietary business information including, but not limited to, computer and information systems, accounting and other financial or bank information, account(s), affiliates, agreements, analyses, associates, books, business plans, business projections, business relationships, certifications, charts, chemical(s), chemicals, solutions, compilations, concepts, consultants, contacts, (for purposes of this Agreement, “Contact(s)” will mean any account, associate, client, entity, person, vendor, or third party disclosed to you), contracts, copyrights, costs, diagrams, diets, diet-plans, distribution, drawings, finance, flow charts framework(s), food products, food sources, human resource information, ingredients, insurance information, intellectual property, “Intellectual Property Rights” (“Intellectual Property Rights” shall mean any, and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights of every kind and nature throughout the universe and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force), interpretations, laboratories, legal information, logos, manuals, manufacturers information, manufacturers processes, manufacturers techniques and know-how, marketing, meals including but not limited to self-heating meals, mechanical devices, mechanisms, memoranda, merchandising, merchant services, partners, patents, personnel, presentations, pricing, processes, product(s), product formulation, product concepts, programs, projections, prospectus, public relations, rates, recipes, records, reports, research, schematics, services, shipping, software including but not limited to LHAMP™ proprietary software, summaries, suppliers, technical information, technology, trademarks, videos, vitamin and nutrient manufacturers, vendors, and any other documents either written, electronic or any combination thereof transmitted by the parties, including any rights in any of the foregoing interpretations (collectively The “Confidential Information”).
Except for a copy that your legal department or representative may retain for document retention/archival purposes only (acknowledgement for document retention from the legal entity required), immediately upon termination of this Agreement or upon written request of IPN at any time for any reason, you shall return to IPN all of the Confidential Information in your possession, including but not limited to, all ongoing disclosed Confidential Information, whether created by you or IPN, along with all copies, or if requested you shall certify in writing that all such
Confidential Information has been destroyed by a company licensed to for same and shall submit to IPN certified proof of such destruction from this company.
Use of Confidential Information.
You may use the Confidential Information only for the purposes of this formal commercial licensing relationship with IPN. You further agree not to use the Confidential Information for any purpose, except that set forth above.
Duty to Protect. You shall have a duty to protect the Confidential Information that is (a) marked or accompanied by documents clearly and conspicuously designated as “confidential” or “proprietary”; (b) identified orally or in writing by IPN as confidential before, during or promptly after the presentation or communication; (c) disclosed to you prior to this Agreement; (d) or has been acknowledged as having been received by you; or (e) confirmed as received by electronic transmission or return receipt.
Standard of Care. You shall use best efforts to protect IPN’s Confidential Information with the same degree of care, but no less than a high degree of care, as you normally use in the protection of your own confidential and proprietary information. You shall use this standard of care to prevent the unauthorized use, disclosure, dissemination, or publication of IPN’s Confidential Information. All duties and obligations set forth in the Agreement apply equally to all your officers, directors, employees, agents, and representatives. You agree that all Confidential Information will only be made known to employees or legal representatives who have a need to know such confidential Information and this dissemination of information by you does not relieve you of any of your obligations as described herein.
Exclusions. The restrictions set forth shall not apply with respect to
Confidential Information that: (a) is independently developed or is in the process of being developed by you without breach of this Agreement; (b) is disclosed by you with IPN’s written approval; (c) is marked by IPN “For Public Use”; or (d) is required to be disclosed pursuant to law. If you are required by a government body or court of law to disclose the Confidential Information, you agree to give IPN reasonable advance notice so that IPN may contest the disclosure or seek a protective order.
You do not acquire any rights in IPN’s Confidential Information under this Agreement except for the limited rights necessary to carry out the purposes set forth in this Agreement. This Agreement is not intended, nor shall it be construed, to confer any rights upon any person or entity not a party to this Agreement.
IPN warrants that it has the right to make the disclosures under this Agreement. No other Warranties are made by IPN under the terms of this Agreement. All information exchanged pursuant to this Agreement is provided “As Is”.
Indemnification and Insurance.
You are wholly responsible for all products and services sold under this Agreement, and IPN shall have no liability for any items, including any mark products, sold by or for you.
Liabilities and warranties relating to Mark Products shall be strictly limited to the manufacturer(s) Liabilities and warranties policy. Mark Products means the products associated with Inflamaging, including, without limitation, food supplements, cosmeceuticals, nutraceuticals and other products and bearing the Licensed Marks.
You shall indemnify, defend, and hold harmless IPN and its trustees, officers, employees, and agents and their respective successors, heirs and assigns (the "Indemnitee"), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any of the Indemnitee in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning the provision of any and all of the IPN services as well as the use of any Mark Products, or use, sale, manufacture, workmanship, material, design, or advertisement of any Mark Products, arising out of, directly or indirectly, the rights granted in this Agreement.
The author, agents, heirs, assigns, contractors, and employees disclaim all liability in connection with the use of the information presented herein and are hereby released from any and all liability, claims, demands, damages, rights of action or causes of action, present or future, arising out of or connected with the use of the Classic Cardio-Metabolic Program and/ or Advanced Cardio-Metabolic Program information.
The Classic Cardio-Metabolic Program, and Advanced Cardio-Metabolic Program, is designed to help identify signs of potential health risks. The assessments do not look for all diseases or health conditions. All results must be evaluated together with the client’s medical history, physical examination and all other relevant diagnostic tests. Any abnormalities of any kind should be immediately referred.
I CERTIFY THAT I HAVE READ THIS DOCUMENT, AND I FULLY UNDERSTAND ITS CONTENT. I AM AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT AND I SIGN IT OF MY OWN FREE WILL.