NON-DISCLOSURE AGREEMENT
Centered EMR Trial Access
This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below between Arbor Recovery Michigan, LLC dba Centered EMR, a Michigan limited liability company ("Disclosing Party"), and the individual or entity identified in the signature block below ("Recipient").
1. CONFIDENTIAL INFORMATION. "Confidential Information" means all non-public information disclosed by Centered EMR in connection with the trial access, including but not limited to: (a) the Centered EMR software platform, source code, algorithms, database schemas, and API architecture; (b) clinical workflow designs, dosing queue logic, and patient intake systems; (c) business plans, pricing, financial projections, and expansion strategy; (d) technical infrastructure including server configurations, network architecture, and security implementation; (e) any Protected Health Information (PHI) viewable within the demonstration environment, which is governed by HIPAA and 42 CFR Part 2 independently of this Agreement.
2. OBLIGATIONS. Recipient agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely to evaluate the Centered EMR platform for potential licensing or investment; (d) not reverse engineer, decompile, or attempt to derive source code from any software accessed during the trial; (e) not use Confidential Information to develop, assist in developing, or advise the development of any competing OTP/MAT clinical management system.
3. PHI OBLIGATIONS. Recipient acknowledges that the demonstration environment may contain simulated or de-identified patient data structured to mirror live clinical records. Recipient agrees to treat all such data as PHI under HIPAA regardless of whether it constitutes PHI under applicable law, and shall not screenshot, export, copy, or reproduce any patient record data viewed during the trial.
4. TERM. This Agreement shall remain in effect for five (5) years from the date of signature. Obligations with respect to PHI and trade secrets shall survive indefinitely.
5. TRIAL ACCESS TERMS. Trial access is granted solely for evaluation purposes. Credentials are non-transferable. Centered EMR reserves the right to revoke access at any time. The trial environment does not constitute a production system and shall not be used for actual patient care.
6. REMEDIES. Recipient acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be insufficient, and that Centered EMR shall be entitled to seek injunctive relief without bond in addition to all other remedies.
7. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Michigan. Venue shall be in Genesee County, Michigan.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions. This Agreement may only be modified in writing signed by both parties.