EXHBIT 10.1
SOFTWARE LICENSE AGREEMENT V.2 (1/8/13)
This SOFTWARE LICENSE AGREEMENT (hereafter, the "Agreement"), to be effective as
of the 15TH day of March, 2013 (hereafter, the "Effective Date"), is made by and
between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III ("▇▇▇▇▇▇▇▇") and Genomics Integrated Wellness
Systems, Inc. a Colorado corporation, currently located at ("GIWS") (▇▇▇▇▇▇▇▇
and GIWS are hereinafter sometimes referred to individually as "Party" and
collectively as "Parties").
WHEREAS, ▇▇▇▇▇▇▇▇ has developed proprietary software systems, and services,
including but not limited to software and systems for data mining related to
genomes and genomics analyses, algorithms therefore, health care screening, DNA
sequence analysis, pattern and trend recognition and other related and
associated processes, related to genomes, health related issues, and blood
analyses, (the Intellectual Property) more particularly described on Exhibit A
hereto.
WHEREAS, GIWS has been formed for the sole purpose of commercializing the
Intellectual Property being licensed.
AND WHEREAS, ▇▇▇▇▇▇▇▇ desires to exclusively license to GIWS, and GIWS desires
to exclusively license from ▇▇▇▇▇▇▇▇, such software, intellectual property, and
associated documentation as indicated in the Agreement.
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties expressly agree as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following terms will
have the following meanings:
a. The term "Agreement" means this Agreement, together with all Addenda
attached hereto.
b. The terms "Software" refers collectively to the software and associated
intellectual property, developed by ▇▇▇▇▇▇▇▇ that is utilized in genome,
health related issues, or blood analysis as described more fully on the
attached Addendum A. The Software includes the features and functionality
described in the attached Addendum A. The SOFTWARE also includes the build
environment, runtime environment, and everything within the required
operating platform outside of the ▇▇▇▇▇▇▇▇ source code, such as the Linux
kernel and other open source third party libraries.
c. The term "Specifications" refers to those features, functions and
characteristics of the Software and the described in the Addenda to this
Agreement.
d. The term "Application" means any application and all its features that can
be used for any purposes. An Application includes, but is not limited to,
the usage of the code for any purposes
e. The term "Error(s)" means defect(s) in the Software which create a problem
in the operation and usage of an Application.
f. The term "Error Modifications" shall refer to ▇▇▇▇▇▇▇▇'▇ revisions to
correct Errors to the SOFTWARE specified in Sections 2.f.
g. A Party's "intellectual property" respectively refers to, without
limitation, all of its technology, ideas, designs, concepts, inventions and
processes which may or may not be patentable, and includes without
limitation all its copyrights, licenses, trade secrets, know how, formulae,
algorithms, test information, computer software and firmware and computer
codes.
The term "NDA" shall mean Nondisclosure Agreement which is attached hereto as
Addendum D.
2. ▇▇▇▇▇▇▇▇'▇ SERVICES: ▇▇▇▇▇▇▇▇ shall provide the following services:
a. Within 5 days of the Acceptance Date, ▇▇▇▇▇▇▇▇ shall provide a
copy to GIWS of the SOFTWARE, including the source code, as
detailed in Addendum A.
b. Within 5 days of the Acceptance Date, ▇▇▇▇▇▇▇▇ shall deliver to
GIWS a copy of all documentation in its possession regarding the
SOFTWARE which is used or useful in the operation, maintenance and
support and modification of the SOFTWARE certified version,
including without limitation user manuals, flow charts, logic
diagrams, module listings, architecture, etc.
▇. ▇▇▇▇▇▇▇▇ will provide, at no charge, such training to salespersons
on the use, operation and maintenance of the SOFTWARE, to begin
upon signature of this Agreement. If such training requires travel
by ▇▇▇▇▇▇▇▇ personnel, GIWS will reimburse ▇▇▇▇▇▇▇▇ for his
reasonable, out of pocket, documented travel time and expenses.
Said travel arrangements will be mutually agreed upon prior to
travel taking place. ▇▇▇▇▇▇▇▇ will provide GIWS a monthly itemized
invoice for expenses in connection with helping GIWS use and
market the SOFTWARE and/or any associated sources described
herein.
▇. ▇▇▇▇▇▇▇▇ hereby gives GIWS the right and authority to seek
certification for the application of the IP and usage of the
software for any and all purposes within the biomedical markets,
insurance and healthcare markets, and any future GIWS
modifications of said applications, in any and all markets.
e. On reasonable request after the execution of this Agreement,
▇▇▇▇▇▇▇▇ shall begin initial training on the software so that GIWS
can market and utilize the software. ▇▇▇▇▇▇▇▇ will deliver version
2.1 and that software will remain at GIWS's office for the
duration of the Agreement.
f. Upon discovery of any errors, ▇▇▇▇▇▇▇▇ shall immediately
commence, and within five (5) business days, complete error
modifications to the software.
3. LICENSE GRANT AND SUPPORT.
a. Under the terms of this Agreement, ▇▇▇▇▇▇▇▇ hereby grants to GIWS
an exclusive perpetual worldwide license to use, modify, market,
and combine with other software the SOFTWARE in its business
model, and any new additions to its business models, as indicated
in this Agreement.
b. The licensed SOFTWARE source code shall reside in a "cloud"
application and may be used by GIWS, from anywhere it may be
accessed. GIWS is allowed to let its authorized personnel as
designated from time to time to access such code remotely via any
secure means as long as reasonable efforts are implemented that
prevent unauthorized use and duplication of the code, and the
application shall not be removed from the "cloud", and all usages
of the application and IP, for any commercial purposes, shall be
through the cloud resident system.
c. Pursuant to this agreement, GIWS shall:
i. use the SOFTWARE solely for its business and shall not provide access
to the SOFTWARE to any person other than an employee of, or a
contractor providing software consulting and assistance to, GIWS; said
personnel shall be bound by the terms of the NDA and GIWS shall be
responsible for their adherence to said NDA.
ii. protect the SOFTWARE from any unauthorized use and continue to use the
existing hardware security it currently has in place or any equivalent
or improved technology;
iii. Pay ▇▇▇▇▇▇▇▇ in accordance with the terms specified in Section 4.
d. The Software may be installed on a limited number of locations, to provide
redundancy "within the cloud" subject to the accounting for the usage
thereof.
e. Except as set forth in this Section and in Section 14.c, GIWS shall not
sell, lease, rent, or transfer the SOFTWARE or any portion of it to a third
party except that sublicenses may be granted for usage only, without code
delivery, at $10,000 per sublicense to ▇▇▇▇▇▇▇▇. GIWS may not sell or
transfer the code of the initial version or any other version as part of
any other agreement.
f. GIWS shall not remove any comments or marks within the SOFTWARE identifying
that the SOFTWARE, or any part thereof, is not for redistribution.
4. COMPENSATION.
a. GIWS shall pay ▇▇▇▇▇▇▇▇ a total of Ten Dollars ($10.00) and issue 100% of
the common stock of GIWS to ▇▇▇▇▇▇▇▇ together with an ongoing royalty as
specified hereinbelow, for the rights and license granted herein. Payment
will be as follows:
i. Ten Dollars ($10.00) upon fully executing this Agreement, which
payment shall be nonrefundable.
ii. As a Royalty, 5 cents per Patient per Month usage of the software to
▇▇▇▇▇▇▇▇ in monthly installments based upon the number of analyses
performed using the software each month for one hundred eighty
consecutive months, with the first payment due within sixty days (60)
days after the implementation of commercial usage and the Royalty
payments due on the 15th day of each consecutive month thereafter, on
a trailing 60 day basis.
5. TERM OF AGREEMENT.
The term of this Agreement shall be Thirty (30) years from the
Effective Date.
6. TERMINATION.
a. This Agreement may be terminated prior to the expiration of the term set
forth in Section 5 upon the occurrence of any of the following events:
i. By mutual written agreement of the Parties; or
ii. Upon the failure of either Party to observe, keep or perform in any
material respect any of the covenants, terms and conditions of this
Agreement, where such failure is not fully cured by the defaulting
Party within thirty (30) days after written notice from the other
Party of such failure and the non-defaulting Party gives written
notice after said thirty (30) day period of its election to terminate
this Agreement; or
iii. In the event either Party ceases conducting business in a normal
course, becomes insolvent, makes a general assignment for the benefit
of creditors, suffers or permits the appointment of a receiver for its
business or assets, or avails itself of, or becomes subject to, any
proceeding under the Federal Bankruptcy Act or any other statute of
any state relating to insolvency or the protection of creditor rights,
the other Party shall have a right to terminate this Agreement,
provided that in the case of an involuntary bankruptcy proceeding such
right to terminate shall only become effective if the Party consents
thereto or such proceeding is not dismissed within sixty (60) days
after the filing thereof. The Parties agree that each Party may fully
exercise all of its rights and elections under the Bankruptcy Code.
b. Expiration of this Agreement at the end of its term or termination of this
Agreement for the default of ▇▇▇▇▇▇▇▇ shall not affect or void any of the
licenses granted herein.
c. Termination of this Agreement by mutual agreement (i) will not affect any
rights or licenses granted to GIWS under any other agreements between the
Parties, and (ii) will not terminate the license to use, provide access to
and maintain the access to the system sold, licensed, leased, or rented by
GIWS or which GIWS is obligated at the time of termination to sell,
license, lease, or rent, and any other portion of the SOFTWARE necessary to
the continued operation of the licensed systems Any other terms, rights, or
licenses under this Agreement that, by their nature, extend beyond such
termination or expiration shall survive this Agreement. Such continuing
terms, rights, or licenses shall apply to both parties' successors and
assigns. Sections 6 - 10 and 14 shall survive termination or expiration of
this Agreement.
d. In the event of termination due to the failure by GIWS to pay in full
the compensation or Royalty as set forth in Sections 4.a, the licenses
granted to GIWS herein shall terminate and GIWS shall return and cease
using the SOFTWARE licensed herein, and all GIWS cloud applications that
utilize the software licensed per this Agreement, except those to which
▇▇▇▇▇▇▇▇ has exempted, I writing, from this provision, shall be barred from
use within 30 days of uncured breach and ▇▇▇▇▇▇▇▇ shall be entitled to
injunctive relief. GIWS shall return or destroy any and all of ▇▇▇▇▇▇▇▇'▇
confidential information, including but not limited to copies of the
SOFTWARE in its possession and associated tools and documentation, and
shall immediately discontinue development of or with the aforementioned
property or information. Similarly, ▇▇▇▇▇▇▇▇ shall return or destroy any
and all of GIWS's intellectual property or confidential information. Any
creditor who may receive assets from GIWS through a bankruptcy shall be
subject to all of the terms and conditions of this Software Agreement.
▇. ▇▇▇▇▇▇▇▇ shall be entitled to injunctive relief for any prohibited use of
the SOFTWARE. Upon termination of this Agreement, GIWS shall return or
destroy any and all of ▇▇▇▇▇▇▇▇'▇ confidential information, including but
not limited to copies of the SOFTWARE. in its possession and associated
tools and documentation, and shall immediately discontinue development of
or with the aforementioned property or information. Similarly, ▇▇▇▇▇▇▇▇
shall return or destroy any and all of GIWS's intellectual property or
confidential information.
7. INTELLECTUAL PROPERTY CONFIDENTIALITY.
a. Each Party shall retain title to its copyrights, patents and any other
intellectual property rights as defined above. Except for the License
granted herein, ▇▇▇▇▇▇▇▇ does not transfer title or any interest in or to
the copyrights, patents or trademarks in the SOFTWARE to GIWS, nor does
GIWS transfer title or any interest in or to any of its copyrights,
patents, or trademarks to ▇▇▇▇▇▇▇▇.
b. GIWS shall own and retain all right, title and interest in and to any spin
off applications it develops using, relying upon or incorporating core
functions of the SOFTWARE, subject to payment of the usage fees specified
herein. GIWS shall not allow any unauthorized GIWS employee nor any
non-employee to examine, use or otherwise gain access or understanding of
the internal operations of the SOFTWARE (including its source code)
provided by ▇▇▇▇▇▇▇▇ per this agreement, with the exception of disclosure
to, or access by, (i) government employees or agents (as required by law
and/or as required pursuant to the regulations of a Regulatory Agency) for
certification or otherwise, (ii) personnel acting on behalf of a regulatory
testing laboratory in connection with securing or maintaining certification
for regulatory approval, and (iii) independent contractors who have a need
to such disclosure and access to assist GIWS in maintaining, modifying and
enhancing the SOFTWARE or in obtaining certifications, but only if such
contractors are bound by a confidentiality agreement with terms similar to
those on Addendum D. GIWS shall be liable for any breach by independent
contractors.
c. Prior to and during the performance of the Agreement, information in any
form of either Party (the "Disclosing Party"), which such Party normally
keeps confidential and which a reasonable person would assume is
confidential, may be, or has been, disclosed and received by, or come to
the knowledge of, the other Party (the "Receiving Party"), including
without limitation information related to the Disclosing Party's business,
organization, operations, intellectual property, clients/customers or
software. The Receiving Party acknowledges that said information
("Confidential Information") shall be deemed confidential and proprietary,
without need for it to be marked as confidential or proprietary. Except as
necessary to disclose Confidential Information to a government regulatory
agency or government employee in order to secure or maintain regulatory
compliance, or to disclose such property or information to a regulatory
testing laboratory to secure or maintain certification for regulatory
approval, or to disclose such property or information to a contractor, who
is also bound by the terms of confidentiality, to assist GIWS in
maintaining, modifying and enhancing the SOFTWARE, neither Party shall
disclose the Confidential Information of the other to a third party. The
Receiving Party agrees that the Confidential Information shall be kept in
strict confidence and shall not be used for any purpose other than the
performance of the Agreement, or otherwise disclosed to anyone in any
manner whatsoever, including by means of photocopy or reproduction, without
the Disclosing Party's prior written consent, except to its employees and
to those of its Affiliates as applicable, on a need-to-know basis. The
Receiving Party shall maintain adequate internal procedures, including
appropriate binding agreements with its employees, Affiliates and
independent contractors to protect the Confidential Information from
unauthorized disclosure and use. The Receiving Party shall use the same
degree of care to avoid unauthorized disclosure of the Confidential
Information as it employs with respect to its own confidential/proprietary
information of like quality and nature, but employing no less than a
reasonable standard of care.
d. The Receiving Party shall have no obligation as to Confidential Information
that (i) can be shown by documentary evidence to have been previously known
to the Receiving Party at the time of disclosure, (ii) is independently
developed by the Receiving Party without breach of this Agreement, (iii) is
lawfully obtained from a third party without restriction on use or
disclosure, (iv) is or becomes part of the public domain through no fault
of the Receiving Party, or (v) is disclosed pursuant to any judicial or
governmental requirement or order, provided that the Receiving Party takes
reasonable steps to give the Disclosing Party sufficient prior notice in
order to contest such requirement or order.
e. Both Parties agree that the terms of this Agreement shall remain
confidential and neither Party shall reveal or discuss said terms with a
third party (with the exception of government or regulatory agents as
stated in this Section or of the accountants, lawyers and business advisors
of such Party) without the express written permission of the other Party.
The Parties agree to limit disclosure of the terms of this Agreement to
their respective executive officers and directors on a need-to-know basis.
f. The obligations of confidentiality hereunder shall continue for five (5)
years after termination of this Agreement, and with respect to Confidential
Information deemed a trade secret at law, beyond said five (5) year period
for so long as such information remains a trade secret.
8. WARRANTY.
a. All warranties that each party provides under the Agreement are solely for
the other party's benefit. GIWS may not transfer or assign any of these
warranties except pursuant to an assignment of this Agreement pursuant to
Section 14.c.
b. Each party warrants to the other that:
i. It has the necessary expertise, capabilities and resources to perform
all of its obligations under the Agreement; and
ii. It is not under and will not assume any contractual obligation that
conflicts with its obligations under this Agreement.
c. The only warranties and indemnities provided for the SOFTWARE are those
granted to GIWS in this Agreement.
▇▇▇▇▇▇▇▇ WARRANTS THE SOFTWARE AND THE VERSIONS CURRENTLY DESIGNATED
2.1 LICENSED HEREUNDER: CONFORM AND WILL CONFORM, TO THE SPECIFICATIONS
ATTACHED HERETO AS ADDENDA A, B AND C.
d. Neither Party will make any representations or warranties about the
SOFTWARE other than those authorized by a Party in writing. This provision
does not preclude a Party from making any statements to an employee or
agent of a Regulatory agency or of a regulatory testing laboratory
necessary or appropriate to obtain certification for regulatory approval or
to comply with applicable laws.
▇. ▇▇▇▇▇▇▇▇ represents that to the best of his knowledge that he owns all
rights, title and interest in and to, the SOFTWARE, intellectual property
and related documentation, including all of ▇▇▇▇▇▇▇▇'▇ intellectual
property rights therein, and has the right and authority to grant the
exclusive license to GIWS on the terms set forth herein. ▇▇▇▇▇▇▇▇ further
represents that as of the Effective Date, it is not aware of any claim by
another that the use or modification of the SOFTWARE infringes any
proprietary rights of another or would constitute a breach of a valid
license or other agreement. ▇▇▇▇▇▇▇▇ shall inform GIWS immediately if any
such claim of infringement is threatened in writing or is brought against
it relating to the SOFTWARE .
f. If an intellectual property infringement or misappropriation claim is
asserted against GIWS regarding any software transferred to GIWS under this
Agreement, ▇▇▇▇▇▇▇▇ agrees to collaborate and negotiate in good faith with
GIWS to modify the SOFTWARE or other software upon request from GIWS
Neither Party will join a third party in a lawsuit brought against the
other Party in relation to the SOFTWARE or other software or intellectual
property provided under this Agreement.
9. INDEMNIFICATION.
a. Each party shall indemnify, defend and hold the other party, its affiliates
and subsidiaries and their respective directors, officers, employees and
representatives, harmless from and against any claims, damages, losses,
liabilities, causes of action or injuries, together with all costs and
expenses, including penalties, interest levied, reasonable attorneys fees
and court costs, arising out of or resulting from:
i. any failure by the party, its employees or representatives to comply
fully with the obligations, representations or warranties set forth in
this Agreement, including without limitation obligations against
unauthorized copying, use, reverse engineering and related infringing
activities and disclosure of Confidential Information; or
ii. any claim that the party, its employees or representatives have acted
in a manner that constitutes gross negligence or willful misconduct or
that constitutes a violation of any laws or any certification
b. If a third party makes a claim against ▇▇▇▇▇▇▇▇ based on GIWS's
representations not authorized by ▇▇▇▇▇▇▇▇, then GIWS shall indemnify
▇▇▇▇▇▇▇▇.
c. If a third party makes a claim against GIWS based on ▇▇▇▇▇▇▇▇'▇
representations not authorized by GIWS, then ▇▇▇▇▇▇▇▇ shall indemnify GIWS
10. LIMITATION OF LIABILITY.
To the fullest extent permitted by law, and not withstanding any other
provision of this Agreement, the total liability, in the aggregate, of
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇'▇ officers, directors, partners, employees and
subcontractors, and any of them, to GIWS and anyone claiming by or
through GIWS, for any and all claims, losses, costs or damages,
including attorneys' fees and costs and expert-witness fees and costs
of any nature whatsoever (collectively, "Losses"), resulting from or in
any way related to claims of third parties that the possession or use
of software provided hereunder infringes or misappropriates the
copyrights of such third party, shall not exceed the total amount paid
to ▇▇▇▇▇▇▇▇ by GIWS, whichever is smaller. In all other cases, the
total liability of ▇▇▇▇▇▇▇▇ for such Losses shall not exceed the total
amount of Ten Thousand Dollars ($10,000). It is intended that this
limitation apply to any and all liability or cause of action however
alleged or arising, unless otherwise prohibited by law.
11. ADVERTISING AND MARKETING.
Neither party will issue press releases or other publicity regarding
the Agreement or the business relationship between the Parties without
the prior written approval of the other party.
12. SOFTWARE DEFECTS.
▇. ▇▇▇▇▇▇▇▇ has no obligation to correct errors or defects in any third party
software.
▇. ▇▇▇▇▇▇▇▇ will provide Error Modifications to correct any Errors to software
defects in the SOFTWARE, upon Notice in writing. ▇▇▇▇▇▇▇▇ will provide the
fix in the form of a patch file or similar means that ▇▇▇▇▇▇▇▇ will be
responsible for integrating, into the "cloud" installation
13. COMPLIANCE.
▇. ▇▇▇▇▇▇▇▇ warrants that it has no knowledge of any fact or condition about
itself, its assets, its financial condition or its operations, which if
known to any regulatory body issuing such authorization, could reasonably
be expected to cause any such authorization to be terminated or revoked.
14. GENERAL PROVISIONS.
a. This Agreement (including all Addenda attached hereto) is the entire
understanding and Agreement between the Parties with respect to the subject
matter hereof, and supersedes all other prior oral or written
communications, negotiations, understandings, representations (if any) made
by and between the Parties. If there is a conflict between any term or
condition in this Agreement and a term or condition in any of the Addenda,
the term or condition herein will prevail.
b. All of the terms and provisions of this Agreement whether so expressed or
not, shall be binding upon, inure to the benefit of, and be enforceable by
the Parties and their respective legal representatives, successors and
permitted assigns.
c. Either party may transfer or assign this Agreement (including the licenses)
only to an Affiliate or to any person or entity who acquires all or
substantially all of the assets of such Party or to any person or entity to
which all or substantially all of the assets of such Party are distributed.
The person or entity that is the beneficiary of the transfer of this
Agreement shall be bound by all terms and conditions of this Agreement. If
any part of this Agreement or any other agreement entered into pursuant
hereto is contrary to, prohibited or deemed invalid under applicable law or
regulation, such provision shall be prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full
force and effect so far as possible.
d. The failure or delay of any Party at any time to require performance by
another Party of any provision of this Agreement, even if known, shall not
affect the right of such Party thereafter to require performance of that
provision or to exercise any right, power or remedy hereunder, and any
waiver by any Party of any breach of any provision of this Agreement shall
not be construed as a waiver of any continuing or succeeding breach of such
provision, a waiver of the provision itself.
e. No notice to or demand on any Party in any case shall, of itself,
entitle such Party to any other or further notice or demand in similar or
other circumstances.
f. The terms of this Agreement may only be modified by a written agreement
duly signed by persons authorized to sign agreements on behalf of ▇▇▇▇▇▇▇▇
and GIWS
g. All notices, demands, requests or consents required or permitted under
this Agreement shall be in writing and shall be hand delivered, sent by
facsimile, or mailed certified return receipt requests to the respective
Parties at the following addresses, as the same may be changed by notice to
the other Party:
If to ▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
If to GIWS:
Genomics Integrated Wellness System, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
h. In the event of any dispute with regard to the interpretation of this
Agreement or the respective rights and obligations of the Parties, other
than those for which injunctive relief is appropriate, and as a condition
precedent to any legal action being commenced by either Party, the officers
of the Parties shall in good faith attempt to resolve the Parties'
differences. If the dispute is not then resolved within fourteen (14)
business days either Party may submit the dispute to Arbitration
proceedings governed in accordance with the Commercial Arbitration Rules
and Mediation Procedures of the American Arbitration Association ("AAA").
Arbitration proceedings shall be held in the State --- of Colorado.
Judgment upon any arbitration award may be entered in any court having
jurisdiction thereof, or application may be made in such court for a
judicial acceptance of the award or decision and an order of enforcement.
i. This Agreement and performance hereunder shall be governed by the laws of
the State of Colorado without regard to its conflict of law provisions. The
prevailing Party in any legal action between the Parties shall be entitled
to its reasonable attorneys' fees.
j. This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which together shall constitute one and
the same agreement. The delivery of a signature by facsimile or by
electronic mail shall have the same effect as the delivery of an original
signature.
IN WITNESS WHEREOF, the Parties hereto executed this Agreement as of the
Effective Date.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III Genomic Integrated Wellness Systems, Inc.
a Colorado corporation
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
---------------------------- -----------------------------
Chief Executive Officer
Date: March 15, 2013 Date: March 15, 2013
Addendum A - Software Description and Functionality
Addendum B - ▇▇▇▇▇▇▇▇ V. 2.1 Release
Addendum C -
Addendum D - Mutual Nondisclosure Agreement
Addendum E - Form of Software Acceptance
ADDENDUM A
SOFTWARE FEATURES AND FUNCTIONALITY
Version 3.04
Further generally described as
Software and systems for data mining related to genomes and genomics analyses,
algorithms therefore, health care screening, DNA sequence analysis, pattern and
trend recognition and other related and associated processes, related to
genomes, health related issues, and blood analyses, (the Intellectual Property)
ADDENDUM B
▇▇▇▇▇▇▇▇ 2.1 Release
o Core Features
- Genomics - Integrated Wellness System(C)provides an Internet
Web-Based Personalized Predictive and Preventive Medical
Software Solution
- Individual Patient factors ranging from Biometrics, Lifestyle,
Diet, Environment, Neutraceuticals, Pharmaceuticals and
Genetic Markers are gathered.
- Empirically proven Proprietary medical Protocols which have
been developed over the past several decades have been
translated into a State-of-the-Art-Web-Based Software
Solution.
- The highly secure Web-Based Software Solution provides
multiple Classes of Proprietary Machine Learning Algorithms
which identify Diagnosed Condition(s) via a variety of
diagnostic modalities.
- The diagnostic modalities include both empirical and
non-empirical testing protocols. Patient Lifestyle factors and
Genetic Markers coupled with the application of Proprietary
Machine Learning Algorithms will provide the individual
Patient with their own unique personalized Preventive and
Predictive Medical model which will aid in the identification
and mitigation Diagnosed Condition(s) and will assist with the
identification and mitigation of the expression of
un-desirable Genetic Marker(s) and to enhance the expression
of desirable Genetic Marker(s).
- A major derivative benefit of the Genomics - Integrated
Wellness System(C) Software Solution will be the on-going
discovery of Genetic Marker patterns and associations and how
those patterns and associations relate to the factors ranging
from Biometrics, Lifestyle, Diet, Environmental,
Nutraceuticals, Pharmaceuticals.
Addendum C
▇▇▇▇▇▇▇▇ 2.1 Scheduled Release (2.1 is reference only, the release number may
change, however the functionality will include 2.1)
ADDENDUM D
Non-Disclosure Agreement
MUTUAL NONDISCLOSURE AGREEMENT
On this ____ day of ________________, _____, , a with offices at , and
Genomics Integrated Wellness Systems, Inc., a Colorado corporation with offices
at ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, agree as follows:
1. In connection with discussions relating to a business opportunity of mutual
interest and in the performance of any agreement between the parties (the
"Opportunity"), the parties may find it beneficial to disclose to each
other certain Confidential Information (as defined below). A party
disclosing Confidential Information (as defined below) is a "Disclosing
Party" and a party receiving Confidential Information (as defined below) is
a "Receiving Party". As used in this Agreement, "Confidential Information"
means all confidential or proprietary information in tangible or intangible
form (including, without limitation, financial information, computer
programs, code, software, technical drawings, algorithms, protocols,
printing specifications, technical expertise, know-how, formulas,
processes, ideas, inventions (whether patentable or not), schematics,
reports, ticket test results, charts, graphs, electrical measurement
readings, and technical, business and product development plans and
strategies); information disclosed in circumstances of confidence; or
information which would be understood by like parties exercising reasonable
business judgment at the time of disclosure to be proprietary which is
disclosed to or otherwise acquired by the Receiving Party, but does not
include information that:
(a) is already known to the Receiving Party prior to the date of
disclosure;
(b) is or becomes generally known to the public domain through no
violation of this Agreement by the Receiving Party;
(c) is received from an unaffiliated third party without an obligation of
nondisclosure or breach of an obligation of confidentiality to the
Disclosing Party; or
(d) is independently developed by the Receiving Party by personnel who
have not had access to the Confidential Information.
2. With respect to Confidential Information of the Disclosing Party, the
Receiving Party shall:
(a) hold the Confidential Information in confidence and protect it in
accordance with the same degree of care with which it protects its own
Confidential Information of like importance which it does not wish to
disclose, but in no event less than reasonable care;
(b) use the Confidential Information only in connection with the
discussions or the performance of any agreement between the parties or
as may be expressly approved by the Disclosing Party in writing;
(c) except in the normal anticipated use thereof, not copy or otherwise
duplicate the Confidential Information, or knowingly allow anyone else
to copy or otherwise duplicate any of the Confidential Information
then under its control without the Disclosing Party's prior written
approval. The Receiving Party shall not remove any confidential,
proprietary or similar notice from the Confidential Information;
(d) restrict disclosure of the Confidential Information solely to those
employees with a need to know, and not disclose it to any other
parties;
(e) require that all employees given access to the Confidential
Information agree to maintain the confidentiality thereof, and
otherwise comply with the provisions hereof;
(f) perform no reverse engineering or any other unauthorized testing or
analysis upon such Confidential Information; and
(g) upon request of the Disclosing Party, immediately return any and all
Confidential Information to the Disclosing Party or provide
certification of its destruction by an officer of the Receiving Party.
3. A Receiving Party may disclose Confidential Information of a Disclosing
Party if, and to the extent that, in the opinion of counsel, such
disclosure is required by law, in which case the Receiving Party shall
promptly notify the Disclosing Party of the reasons for and nature of the
proposed disclosure so that the Disclosing Party may take such action as it
deems necessary.
4. Each party shall be entitled at any time and without notice to the other to
negotiate, disclose and otherwise deal in any manner and for any purpose
with third parties regarding its own Confidential Information.
5. Nothing in this Agreement shall require or obligate, or be deemed to
require or obligate, either party in any manner to engage in any business
relationship at all with the other party. Nothing in this Agreement grants,
or shall be deemed to grant, to either party any authority or agency of
kind or manner to act in any way in the other party's name or behalf, and
neither party shall hold itself out to be acting in such manner or to
possess such authority.
6. All Confidential Information will remain the exclusive property of the
Disclosing Party. Nothing contained in this Agreement shall be construed as
granting or conferring, whether by sale, license or otherwise, to a
Receiving Party any right, title or interest in any Confidential
Information disclosed, nor in any of the patents, trademarks or copyrights
of the Disclosing Party.
7. The provisions hereof shall inure to and be binding upon the successors and
assigns of the parties hereto; provided, however that no disclosure of
Confidential Information may be made to any successor or assign of a
Receiving Party without the written consent of the Disclosing Party.
8. This Agreement shall be governed by the laws of the State of Colorado and
any legal action arising from an alleged violation of this Agreement shall
be conducted in the United States District Court for the District of
Colorado or the state court of Jefferson County, Colorado.
9. Except for the obligations of Paragraph 2 of this Agreement that shall
survive for five (5) years from the date hereof and with respect to
Confidential Information deemed a trade secret at law, for so long as such
information remains a trade secret beyond said five (5) year period, all
obligations under this Agreement shall terminate upon the expiration of two
(2) years from the date hereof.
10. This document represents the full and complete agreement of the parties
with respect to the use and confidentiality of the Confidential Information
and supersedes all prior communications, agreements or proposals. If any
provision of this Agreement is found to be illegal or unenforceable, the
other provisions shall remain effective and enforceable to the greatest
extent permitted by law.
11. Each party understands and agrees that its breach or threatened breach of
this Agreement will cause irreparable injury to the other party and that
money damages will not provide an adequate remedy for such breach or
threatened breach, and both parties hereby agree that, in the event of such
a breach or threatened breach, the non breaching party will also be
entitled, without the requirement of posting a bond or other security, to
equitable relief, including injunctive relief and specific performance.
COMPANY NAME GENOMICS INTEGRATED
WELLNESS SYSTEMS, INC.
By: __________________________ By: ______________________
Name: _______________________ Name: _______________________
Title: ________________________ Title: __________________