GeneSight Ordering and Report Survey

* 1. As used in this Agreement, "Confidential Information" shall include any and all information disclosed by Assurex to Receiving Party concerning Assurex's business and technology including but not limited to, research, plans, and information relating to Assurex’s (a) intellectual property, technology, finances, and customers, (b) sales, marketing, business development, product development and R&D initiatives.

Receiving Party agrees that it will hold all Confidential Information in strict confidence and that it will not, at any time or by any means or devices whatsoever, divulge, disclose, use, or permit the use of any Confidential Information except for the sole purpose of evaluating a possible business relationship between the parties. Receiving Party shall inform its respective employees and agents who receive Confidential Information of the terms of this Agreement and, prior to disclosure, shall require such employees and agents to agree in writing to hold such Confidential Information in confidence and subject to the restrictions imposed by this Agreement. Receiving Party shall take all reasonable actions to preserve the confidentiality of the Confidential Information including, without limitation, using the same degree of care and protection, but no less than a reasonable degree of care and protection, as each such party exercises to protect its own proprietary and confidential information.  

Receiving Party acknowledges that no ownership interest or right or license is granted under this Agreement and that Assurex owns all right and title in and to its Confidential Information.  

This Agreement will be effective as of the Effective Date and will continue in full force and effect for a period of five (5) years following the later of the last disclosure of Confidential Information.  

With respect to any and all improvements and inventions directly related to personalized medicine for drug selection and dosage recommendation or otherwise directly related to Assurex’s business plan, whether or not patentable, which Receiving Party may learn of, conceive, or first actually reduce to practice, and/or works of authorship, whether or not copyrightable, which Receiving Party may originate, either solely or jointly with others, during Receiving Party’s performance under this Agreement or which grow out of any work Receiving Party may do for or on behalf of Assurex, or information which Receiving Party develops or discovers or receives from Assurex or persons associated with Assurex during performance under this Agreement, Receiving Party shall promptly disclose said improvement, invention, and/or work of authorship to Assurex and shall cause the same to be assigned and transferred, and by these presents does hereby assign and transfer, to Assurex all right, title, and interest, including patents and copyrights, in and to such improvements, inventions, and/or works of authorship. To that end, Receiving Party will execute, verify and deliver (i) such documents and perform such other acts (including appearing as a witness) as Assurex may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof, and (ii) assignments of such proprietary rights to Assurex or its designee.  

This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio without regard to any conflicts of laws principle. The parties submit solely and exclusively to the jurisdiction and venue of the State of Ohio to resolve any disputes hereunder, and the parties waive all claims that such venue is inconvenient.