The Healthcare Surfaces Institute, a division of ISSA (“HSI”) and ISSA Healthcare (“ISSA Health”), a division of ISSA (collectively HSI and ISSA Health are referred to as “ISSA”) is seeking a Request for Information (RFI) from Testing Laboratories for compatibility and validation testing services of manufactured medical and other devices intended to be reprocessed that are found in the medical environment against a list of commonly available disinfectants. For additional information related to the RFI, please contact HSI.

These Mutual Non-Disclosure Terms and Conditions (“NDA”) govern the exchange of “Confidential Information,” as defined below, to all organizations involved in the RFI:

NOW, THEREFORE, in recognition of the mutual promises and consideration set forth herein, the Parties agree to the following terms and conditions:

1. The confidential information to be disclosed during the RFI process under this NDA (“Confidential Information”) is defined as follows:

a. Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

b. In addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect, other confidential and/or sensitive information which is: (i) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (ii) disclosed in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.

2. The Parties shall use the Confidential Information only for the purpose of the RFI.

3. Each Party shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the Disclosing Party’s prior written consent. Each Party shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

4. The Receiving Party agrees to retain in confidence and to refrain from using for the Receiving Party’s own benefit or the benefit of any third party any materials, information, data or other Confidential Information: (a) disclosed to Receiving Party by or on behalf of Disclosing Party; (b) obtained by Receiving Party’s representatives while visiting Disclosing Party’s facilities, and (c) any and all data, analysis, and/or studies arising or deriving from (a) or (b) of this paragraph. Provided, however, the Parties acknowledge and agree that ISSA is authorized to use such Confidential Information that has been anonymized and/or removes identifying information in order to further its purposes in testing and developing a standard.

5. These restrictions shall not apply to any Confidential Information that: (i) is or becomes public knowledge (through no fault of the Receiving Party or its representatives); (ii) is lawfully made available to the Receiving Party by an independent third party; (iii) is already in Receiving Party’s possession at the time of initial receipt from Disclosing Party; or (iv) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by Receiving Party, provided that it gives Disclosing Party sufficient notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and thereafter Receiving Party only discloses the minimum Confidential Information required to be disclosed in order to comply.

6. The obligations of this NDA shall survive for five years from the date of first disclosure.

7. The Parties warrant that they have the right to make the disclosures under this Agreement.

8. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either Party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraphs 2 and 6. Furthermore, and specifically, no license or conveyance of any intellectual property rights is granted or implied by this NDA.

9. Neither Party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either Party’s decision to use or rely on any information exchanged under this Agreement.

10. If there is a breach or threatened breach of any provision of this NDA, it is agreed and understood that the non-breaching Party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this NDA.

11. This NDA states the entire agreement between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this NDA must be made in writing and signed by authorized representatives of both Parties. This NDA is made under and shall be construed according to the laws of the State of Illinois, U.S.A. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in Cook County, Illinois, U.S.A. The Parties hereby submit to the jurisdiction of the courts of Cook County, Illinois, U.S.A.

12. If any of the provisions of this NDA are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

By responding to this RFI and clicking Agree and Continue, I hereby:

1. Represent and warrant that I have all authority to respond to this RFI; and

2. Agree and consent to these Mutual Non-Disclosure Terms and Conditions.