The Fortiva Project NDA

This Non Disclosure and Non Use Agreement is entered into as of the Effective Date below by and between the Fortiva project, represented by its founders -Derek Strokon BA (Econ), CPC, MFA-P, -Emanuel Tkach MD, and -Benn Horrisberger, collectively referred to as the Disclosing Party, and the undersigned recipient.

The parties wish to engage in discussions regarding a confidential, pre incorporation medical device project operating under the working name Fortiva. These discussions may include chemotherapy cap technology, product design, intellectual property concepts, prototypes, systems, processes, digital platforms, clinical strategy, business models, and related matters. This Agreement governs all such disclosures.

Confidential Information means any non public information disclosed by the Disclosing Party, whether oral, written, visual, electronic, or other form, including but not limited to designs, prototypes, drawings, specifications, inventions, patentable concepts, technical data, clinical approaches, manufacturing methods, materials, software concepts, algorithms, business plans, financial assumptions, pricing, partner discussions, strategies, and know how.

Confidential Information includes information disclosed directly by the founders or indirectly through advisors, contractors, or representatives, whether or not marked as confidential.

Confidential Information does not include information that
a. becomes publicly available through no breach of this Agreement
b. was lawfully known to the recipient prior to disclosure and can be proven by written records
c. is independently developed by the recipient without reference to or use of Confidential Information

The recipient agrees that it shall not disclose Confidential Information to any third party for any reason without the prior written consent of the Disclosing Party.

The recipient agrees that it shall not use Confidential Information for any purpose whatsoever other than evaluating a potential relationship with the Disclosing Party.

The recipient shall not
a. exploit Confidential Information for commercial benefit
b. apply Confidential Information in any product, service, research, or development
c. file or assist in filing any intellectual property based on Confidential Information
d. reverse engineer, derive, or attempt to recreate any aspect of the Confidential Information

All Confidential Information remains the exclusive property of the Disclosing Party.

The recipient acknowledges and agrees that
a. no ownership rights are transferred
b. no license is granted, express or implied
c. the recipient has no right to claim authorship, inventorship, or ownership of any Confidential Information or derivative works

Any inventions, improvements, or concepts conceived or reduced to practice by the recipient that relate to or arise from Confidential Information shall be deemed the sole property of the Disclosing Party and shall be assigned upon request.

No disclosure is permitted except with prior written consent of the Disclosing Party.

The obligations of confidentiality, non use, and non ownership under this Agreement shall survive in perpetuity, regardless of whether discussions end or a formal relationship is established.

Upon request, the recipient shall immediately return or permanently destroy all Confidential Information, including copies, notes, summaries, and materials derived therefrom.

The recipient acknowledges that any breach of this Agreement would cause irreparable harm for which monetary damages would be insufficient. The Disclosing Party shall be entitled to injunctive relief, specific performance, and all other remedies available at law or equity.

This Agreement shall be governed by the laws of the jurisdiction in which the founders primarily reside, unless otherwise agreed in writing.

The parties acknowledge that a corporate entity may be formed in the future. Upon formation, all rights, protections, and ownership interests under this Agreement shall automatically vest in such successor entity without further action.

This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions or understandings.