Medical Development & Management Company, Inc

This from must be filled in correctly, accurately and properly in order to proceed. Any material misrepresentation herewith shall be considered a breach of confidential disclosure in equity and in law, and shall be aggressively prosecuted to the fullest extent of the law.

warning: By electronically executing this Confidentiality Agreement, you are legally representing your company and yourself and binding your company, and yourself, to the tenets of this Agreement. Misrepresentation of your position and/or your person is a crime. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, by executing this Agreement you are agreeing that the successful or prevailing party or parties shall be entitled to reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief, compensation or judgement to which it or they may be entitled under Paragraph 8. of this Agreement.

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into on 2010-07-30 by and between Medical Development & Management Company, Inc. (hereinafter referred to as the “Owner”) AND

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(hereinafter referred to as the “Prospective Customer”) whose contact information is provided below.

Address:
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Telephone:	(000-000-0000)
Fax:	(000-000-0000)
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R E C I T A L S:

WHEREAS, the Owner has created and developed certain business concepts and processes which are unique, innovative and not generally known to the public; and these concepts and processes include, but are not limited to computer technology applications, programs, legal formulations, technical and scientific data, designs, skills, procedures, formulations, methods, drawings, facilities, information and know-how, and other matters and trade secrets the Owner desires to keep confidential and protected, all of which are related to a method to protect insurance companies and their insureds from debilitating litigation, (which such matters are hereinafter referred to collectively as “Confidential Information”);

WHEREAS, the Owner considers such Confidential Information to constitute its valuable intellectual property, having substantial and indeed inestimable commercial value to the insurance and other industries which may benefit from direct and parallel applications of said Confidential Information;

WHEREAS, the Owner and the Prospective Customer wish to enter into discussions regarding the formulation of a mutually beneficial business relationship involving the use of such Confidential Information by the Prospective Customer or the introduction by the Prospective Customer of such Confidential Information to any of its members, associates, clients or related parties;

WHEREAS, the Owner desires to be protected from (1) any unauthorized use of its valuable Confidential Information by Prospective Customer, (2) the appropriation of the Confidential Information by Prospective Customer without mutually agreed-upon compensation to Owner, and (3) any competition by Prospective Customer or third parties through such unauthorized use and appropriation;

WHEREAS, the Prospective Customer desires to enter into discussions with the Owner regarding the Owner’s Confidential Information and to consider the purchase, lease or other commercial use of the Owner’s services relating to the Confidential Information for use in its enterprise; and,

WHEREAS, the Owner is unwilling to enter into said discussions and disclose to the Prospective Customer the Confidential Information unless and until the Prospective Customer agrees to keep confidential all such information and to execute this Confidentiality Agreement;

and WHEREAS, the Prospective Customer may also be in possession of Confidential Information (as defined above), which it may not wish to disclose to the Owner without the protections afforded by this Confidentiality Agreement, and Prospective Customer wishes to invoke the protections of this agreement.

THEREFORE, in consideration of the Owner entering into said discussions with the Prospective Customer, the Prospective Customer agrees as follows:

Confidential Information The Prospective Customer acknowledges and agrees that during, and as a result of any discussions, including any verbal and written communication with the Owner, the Prospective Customer shall have access to the Owner’s Confidential Information. Similarly, the Owner acknowledges and agrees that during, and as a result of any such discussions, the Prospective Customer may wish to divulge Confidential Information for which the Prospective Customer is entitled to invoke the same protections afforded to the Owner as set forth in this Confidentiality Agreement. In regard to such confidential Information, both the Prospective Customer and the Owner agree that both during said discussions and thereafter (regardless of the reason for any termination of said discussions and without any limitation as to time):

They will not release or divulge any Confidential Information whatsoever arising out of the discussions once such Information has been designated as Confidential Information by either party, without the prior written consent of the other party, unless compelled to do so by legal process or subpoena.

The Prospective Customer will not use any Confidential Information of the Owner for its own benefit or for the benefit of any other person, except in conjunction with discussions relating to formulation of a business relationship with the Owner. The Owner will not use any Confidential Information of the Prospective Customer for its own benefit or for the benefit of any other person, except in conjunction with discussions relating to formulation of a business relationship with the Prospective Customer.

The Prospective Customer shall not compete with the Owner by appropriating or utilizing the Owner’s Confidential Information for use by itself or by third persons in the insurance industry or any other industry. The Owner shall not compete with the Prospective Customer by appropriating or utilizing the Prospective Customer's Confidential Information for use by third persons in the insurance industry or any other industry.

Designation of Confidential Information In order for proprietary information disclosed by one party to the other to be protected in accordance with this Confidentiality Agreement, it must be:
1. in writing;
2. clearly identified as proprietary information at the time of the disclosure by each page thereof being marked with an appropriate legend indicating the Information is deemed proprietary by the disclosing party; and
3. delivered during any discussions or communications between the Owner and the Prospective Customer, and identified by a letter of transmittal to the individual designated in Paragraph 4, below, or his designee.
Where the proprietary information has not been or cannot be reduced into written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary interest therein, such orally disclosed proprietary information shall only be protected in accordance with this Confidentiality Agreement provided that written summaries of all proprietary aspects of such oral disclosures shall have been delivered to the individual identified in Paragraph 4, below, within twenty (20) calendar days of said oral disclosures. Neither party shall identify information as proprietary, which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings of proprietary claims. Both parties shall keep confidential all information exchanged during the twenty-day period before the designation required by this paragraph is made.

In addition to the designations specified above, the Prospective Customer shall, following any meeting or communication between the Owner and Prospective Customer, designate in writing any information disclosed by the Owner to the Prospective Customer, whether it is written or verbal, which the Prospective Customer claims to be in its possession prior to any communications with Owner, or which the Prospective Customer claims that Owner is not otherwise entitled to protection as proprietary information pursuant to this Confidentiality Agreement.

Prospective Customer shall make such designation no later than twenty (20) calendar days following any communication between Owner and Prospective Customer or ten (10) days following any designation made by Owner pursuant to this provision, which ever is later. Such designation shall set forth the specific information Prospective Owner claims to be exempt from the protections and benefits provided by this Confidentiality Agreement and the reason(s) for such exemption, and the Prospective Customer shall provide written, clearly and visibly dated, notarized and verifiable proof of same. If Prospective Customer makes no such designation in the time frames defined above, any and all information designated by the Owner shall be entitled to the protections and benefits of this Confidentiality Agreement.

In the event that the parties are unable to agree upon the confidentiality of any designations made pursuant to this provision, or are otherwise unable to agree to the application of this Confidentiality Agreement to any such designation, then the parties shall proceed to resolve such dispute pursuant to paragraph eight (8) of this Confidentiality Agreement.
Return of Confidential Materials In the event the discussions are terminated by either party for any reason whatsoever, and, in any event, upon the request of the Owner, the Prospective Customer shall promptly return to the Owner all Confidential Information which it may have received from or on behalf of the Owner, and the Prospective Customer shall not retain any copies or extracts there from.

Notice Either party's proprietary information to be protected as herein, it must be submitted in writing form as discussed in Paragraph 2 above to:

Medical Development & Management Company, Inc.
Eugene Rosov, President
634 Bird Road
Coral Gables, FL 33146

Term This Agreement shall be effective with the execution of this Agreement and shall continue without any expiration or termination. This Agreement shall remain in effect following the consummation of any business relationship between the Owner and Prospective Customer, unless specifically modified or rescinded by a signed written agreement between the Owner and the Prospective Customer.

Subsidiaries, Clients, Customers, Members, Advisees Although the Prospective Customer and the Owner have entered into this Agreement, it will apply in regard to each and every subsidiary or affiliate of the Prospective Customer, and any other entity affiliated either directly or indirectly with the Prospective Customer, including any entity to be formed or created in the future.

Non-circumvention Prospective Customer shall not circumvent the terms of this Agreement by directly or indirectly engaging in any action which shall diminish or compromise the value of the Confidential Information of the Owner, nor shall it commit any action that would appropriate any aspect of Owner’s Confidential Information for use by Prospective Customer or any third party in the insurance or any other industry.

Arbitration The parties to this Agreement agree that for any disputes between them, their principals, agents, representatives, successors, or assigns, including, but not limited to, any disputes arising out of or pertaining to the Confidentiality Agreement, the sole and exclusive remedy shall be arbitration as specified by the rules of the National Arbitration Forum and the Federal Arbitration Act. The parties to this Confidentiality Agreement recognize that this arbitration shall be the sole and exclusive remedy for recovery of any and all damages, and that such arbitration shall supplant all other remedies available by law, including all equitable remedies. By accepting arbitration as the sole and exclusive remedy for any such disputes, the parties further waive any right whatsoever to a jury trial. Any and all such arbitration will take place by videoconference, over the Internet, under the Code of Procedure of the National Arbitration Forum. Each party shall designate one arbitrator, and the two designated arbitrators shall select a third. The three arbitrators shall hear the entire dispute and determine any award. No appeal from the arbitrators’ decision shall be allowed.

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© 2007 Medical Development & Management Company, Inc. 634 Bird Road, Coral Gables, FL 33146
Telephone: 305-666-6709 Fax: 305-402-2999 Toll Free: 1-866-633-2900