Please read the agreement in full. Scroll to the end to enable the acceptance box.
This Agreement (the "Agreement") is entered into by and between:
Tropogenix, Inc., a Texas corporation with its principal place of business at 4725 College Park, Suite 200, San Antonio, TX 79249 ("Disclosing Party" or "Company"), and You, the individual or entity accessing this website ("Recipient" or "You").
By signing below and clicking "I Agree", you represent and warrant that you are a licensed medical professional, physician, or authorized representative of a clinic or medical practice (collectively, "Medical Professional") and that you agree to be bound by all terms of this Agreement.
1. Purpose: The Company is providing you access to proprietary and confidential information regarding a novel sterile injectable compounded product (the "Product"), including but not limited to clinical data, protocols, formulations, manufacturing processes, patient outcomes, marketing materials, business plans, and other technical or commercial information (collectively, the "Confidential Information"). This access is granted solely for the purpose of evaluating and potentially adopting the Product in your professional practice.
2. Definition of Confidential Information: "Confidential Information" means any and all information disclosed by the Company, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation:
- Clinical study results, safety data, efficacy data, and dosing protocols;
- Formulation details, stability data, and manufacturing know-how;
- Business strategies, pricing, customer lists, and marketing plans;
- Any data, documents, videos, images, or materials accessible on the restricted areas of this website.
3. Obligations of Non-Disclosure and Non-Use: You agree that:
- You will hold the Confidential Information in strict confidence and will not disclose it to any third party without the Company's prior written consent.
- You will use the Confidential Information solely for the Purpose described in Section 1 and for no other purpose.
- You will limit access to the Confidential Information only to those employees or contractors of your practice who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
- You will not copy, reproduce, or store the Confidential Information except as reasonably necessary for the Purpose.
4. No Reverse Engineering or Analysis: You agree not to reverse engineer, deconstruct, disassemble, analyze, modify, or attempt to discover the underlying composition, formulation, manufacturing process, or mechanism of action of the Product or any related Confidential Information. This prohibition includes chemical analysis, spectroscopic methods, or any other technical evaluation intended to replicate or derive the Product.
5. Exclusions: This Agreement does not apply to information that:
- Is or becomes publicly available through no fault of your own;
- Was rightfully known by you prior to disclosure by the Company;
- Is independently developed by you without use of or reference to the Company's Confidential Information; or
- Is required to be disclosed by law (provided you give the Company prompt notice and cooperate in seeking a protective order).
6. Term: This Agreement shall remain in effect for a period of five (5) years from the date you click "I Agree", or until the Confidential Information is no longer confidential, whichever occurs later. The non-compete and no-reverse-engineering obligations survive termination.
7. Remedies: You acknowledge that any breach of this Agreement will cause irreparable harm to the Company for which monetary damages are inadequate. The Company shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, in addition to any damages. You agree to reimburse the Company for all reasonable attorneys' fees and costs incurred in enforcing this Agreement.
8. Ownership: All Confidential Information remains the exclusive property of the Company. Nothing in this Agreement grants you any license, right, title, or interest in the Confidential Information or any intellectual property of the Company.
9. Governing Law: This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Bexar County, Texas.
10. Miscellaneous:
- This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
- If any provision is held invalid, the remainder shall continue in full force.
- No waiver of any breach shall constitute a waiver of any other breach.
- This is a click-wrap electronic agreement and is legally binding to the same extent as a signed paper agreement.
BY SIGNING AND CLICKING "I AGREE" BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT.
