Confidentiality Notice

Bio-Rep Animal Health, Inc. ("Bio-Rep") has garnered significant trust and reputation among its stakeholders for its contributions to animal health, particularly in the development and distribution of specialized animal health products. The confidential and proprietary nature of the information related to our products, research, business strategies, and operations is critical to maintaining this trust and competitive advantage. Therefore, to protect the interests of all involved parties, Bio-Rep has established this Unilateral Confidentiality Notice ("Notice") to govern the sharing of such confidential information. By accessing or receiving Confidential Information as defined below, you implicitly agree to abide by the terms of this Notice.

 

Purpose
This Notice is to safeguard the confidential information ("Confidential Information") shared by Bio-Rep, a company operating under the laws of California, with any receiving entity or individual in the context of exploring possible business or research opportunities.

 

Definition of Confidential Information
"Confidential Information" refers to all types of information in any form whatsoever, disclosed by Bio-Rep, including but not limited to trade secrets, proprietary formulations, wholesale pricing, business plans, financial data, and other sensitive information. The term does not include information that:

• Is already publicly known at the time of its disclosure.
• Becomes publicly known after disclosure, not due to a breach of this Notice.
• Was already known to the receiving entity or individual before disclosure.
• Is developed independently by the receiving entity or individual without reference to the Confidential Information.
• Is disclosed to the receiving entity or individual by a third party with a legitimate right to do so, without any obligation of confidentiality.

Obligations
Upon accessing or receiving Confidential Information, you are bound to:

• Not disclose the Confidential Information to any third party.
• Use the Confidential Information solely for evaluating potential business or research opportunities with Bio-Rep.
• Not use the Confidential Information for any purpose that is detrimental or disadvantageous to Bio-Rep.
• Ensure that any affiliates, employees, or other associated individuals who are privy to the Confidential Information adhere to these confidentiality obligations.

No Solicitation
For a period of two years from the first disclosure of Confidential Information, you shall not solicit or hire any employee of Bio-Rep without prior written consent from Bio-Rep.

 

No Implied Relationship
Nothing in this Notice shall be deemed to create any partnership, joint venture, or other formal business relationship between Bio-Rep Animal Health and the receiving entity or individual.

 

Governing Law
This Notice is governed by the laws of California, and the parties consent to the exclusive jurisdiction of the courts in California.

 

Severability
If a portion of this Notice is deemed unenforceable, the remainder shall continue in full force and effect.