RE: AUTOMATION TRAINING, Manufacturing, QA/QC, Calibration Kits, Liquid handling and Life Science Training, Technology Training, Calibration Services

This Nondisclosure Agreement (the “Agreement”) is between Training Company (doing business as Automation Trainer, LLC (“AT”), GoodPipetting.com Division of AT, or Smart Solutions International (SSI) both here by referenced as “AT”) and each person who evidences his or her assent to be bound by this Agreement (here by referenced as signed) either by e-signing, signing on a paper copy of the Agreement, by clicking on the “Accept” button on that part of AT’s Internet Web Site at which the Agreement is displayed, or by opening this document or breaking a seal of the course booklet, or calibration kit,. Such person is referred to hereinafter as “Recipient” or “You” in the capacity as a user, student, instructor, business partner, collaborator or as such is a recipient of materials and/or training that was developed and is property of AT. The Agreement is immediately effective upon the giving of assent (“Effective Date”). Scope of Training Company is defined as the calibration kit producer, domain knowledge expert, and training service provider of laboratory automation and informatics to the Recipient defined as a user, collaborator, distributor, partner, instrumentation or equipment company, manufacturer, and/or calibration service company.

This Nondisclosure Agreement (the “Agreement”) is entered into by and between AT doing business as Automation Trainer LLC (AT) AND ITS AFFILIATES (“Disclosing Party”) and the undersigned company or individual (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

Calibration Kits refer to any materials in the form of a kit produced by Automation Trainer LLC such as Good Liquid Handling (GLH) QC Kit™, Service Calibration Kit™, Volume Verification Kit™, GLH Assay Development Kit™, Reagent Supply Kit™, GLH Repair Kit™, GLH Preventative Maintenance (PM) Kit™ and the like.

I agree that any information disclosed to me by the AT in connection with the review of their training, contact lists, software products, all our web portals, our affiliated businesses, kits development, product/ service development, manufacturing, quality assurance and control processes and procedures, market development, their company’s proprietary business processes and development and training models will be considered proprietary and confidential, including all such information relating to the Company’s past, present, or future business activities, research, product design or development, personnel, and business opportunities.

Confidential information shall not include information previously known to me, the general public, or previously recognized as standard practice in the field.

I agree to not compete with AT AND ITS AFFILIATES this also includes that I agree to not work with vendors, manufacturers, training providers, service providers or organizations shared with me outside of AT’s knowledge or without AT consent, if such opportunity arises I shall inform AT of my intentions to not be in conflict or competition with AT’s business, I shall honor and respect AT’s business and the knowledge it gives to me as a ISO, Medical Manufacturing and Mechanical Engineering expert, trainer, and contractor, and that I will hold all confidential and proprietary information in the strictest of confidence and will not use the information except as may be authorized by the Company and will prevent its unauthorized dissemination. I acknowledge that unauthorized disclosure could cause irreparable harm and significant injury to the Company. I agree that upon request, I will return all written or descriptive matter provided to my company or me, including the business plan and supporting documents to the Company.

1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This shall include training materials, contact lists, software products, their company’s proprietary business processes and development and training models will be considered proprietary and confidential, including all such information relating to the Disclosing Party’s past, present, or future business activities, research, product design or development, personnel, and business opportunities.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval; or (e) is previously recognized as standard practice in the field.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party for a period of (5) years and will not without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
5. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
6. Amendments. This Agreement may not be amended except in a writing signed by both parties.
7. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has agreed and signed this Agreement through its authorized representative.