Flexpa USA Inc. Services Agreement
This agreement (“Agreement”) is entered into on the latest date on the signature page of this Agreement (“Effective Date”) between Flexpa USA, Inc. (“Flexpa”) and _________________ (“Client”), with its principal place of business at _____________________________________. Flexpa and Client shall each be referred individually as a “Party” and Collectively as the “Parties”
Whereas, Flexpa provides access to a range of innovative tools, APIs, and services that allow software developers to build applications focused on patient access, and Client desires to utilize such service in connection with its business operations;
Now, therefore, in consideration for the mutual promises, agreements and covenants set out below, the parties hereby agree as follows:
#1. Access Rights; Restrictions
1.1 Access. Subject to the Client’s compliance with the terms and conditions of this Agreement, Flexpa hereby agrees that during the Term (as defined below) of this Agreement, the Client has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Flexpa (the “API Package”) as necessary to make application(s) owned and operated by the Client (each a “Client Application”) interoperate with the Flexpa service (collectively, the “Service”), (ii) provide the Service as part of the Client Application – to its end users (or third parties acting on their behalf as legal agent) (the “Customers”). All use of the API Package and the Service must be only as provided as herein.
1.2 Restrictions. Except as expressly permitted herein, Client will not (and will not authorize any third-party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent such restrictions are not permitted under applicable law); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third-party (excepting Customers as authorized hereunder); or (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. In addition, all Customer information and data provided by Flexpa via the Service will be used by the Client solely for the purpose of providing the Client Application to the applicable Customer (and it will not be otherwise used or distributed). Client will use the Service only in compliance with (i) the rights granted hereunder, and (ii) in accordance with all applicable laws and regulations.
1.3 Ownership. Except for the rights expressly granted under this Section 1, Flexpa retains all right, title, and interest in and to the Service which includes but is not limited to the API Package and any related data, software, products, works, and other intellectual property created, or provided by Flexpa for the purposes of this Agreement (“Intellectual Property Rights”). To the extent the Client provides Flexpa with any feedback relating to the Service (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Flexpa shall own all right, title, and interest in and to such
Feedback (and the Client hereby makes all assignments necessary to achieve such ownership). The Services enable the transmission, storage and receipt of confidential, personally identifiable information of Client’s and its Affiliates’ clients, customers, members, prospective and actual employees and contractors, and their family members, as well as Protected Health Information as that term is defined under HIPAA (collectively, Customer Data”). For the avoidance of doubt, the data of patients or members that is transmitted, stored, and received through the use of the Services hereunder is Customer Data, and notwithstanding the foregoing, Customer shall retain all ownership rights, title, and interest to all Customer Data provided by or on behalf of Customer and Flexpa shall only use or access such data to the extent necessary to provide the Services to Client or Customer.
1.4 Privacy and Authorizations. Before any Customer engages with the Client Application in a manner that uses the Service, the Client will ensure that each Customer is put on notice of, and agrees to, Flexpa’s privacy policy as expressed under (A) or (B) below. The Client must either (A) maintain a clear and conspicuous link in its privacy policy to Flexpa’s privacy policy, or (B) include a statement in the Client’s privacy policy that grants Flexpa the same rights, power, and authority as specified in Flexpa’s privacy policy. The following language will be deemed to comply with the preceding sentence: “Client uses third parties to gather Customer’s data. By using our service, you grant our third-party provider the right, power, and authority to act on your behalf to access and transmit your personal information from the relevant third-party according to terms of our third-party provider’s privacy policy.” The Client may modify the language used in its privacy policy under (B), but Flexpa must approve (in writing) any material modifications.
#2. Payment of Fees
2.1 In consideration of Flexpa’s provision of the Services, Client shall be invoiced in
accordance with the fees, terms, and invoicing frequency set forth in Section 2.2 (the “Fees”). In addition, Flexpa shall invoice Client for any additional services (e.g., additional training purchased by Client) if requested by Client.
2.2 Client will be invoiced a monthly platform fee of $500 that goes into effect the date of signing until Client cancels their Flexpa subscription.
2.3 Client will be invoiced Fees based on the number of billable events processed by the Client Application:
(a) Client shall be billed at the rate of $2.00 per Patient Authorization transaction.
(b) Client shall be billed at the rate of $2.00 per month per Patient Authorization connection managed by Flexpa (“Multiple Use”). If the Client chooses to terminate the Multiple Use connection, Client will not be billed for the connection if the connection is terminated before the 30th day of the current term.
2.3 Payments must be made within thirty (30) days from the date of Client’s receipt of Flexpa’s invoice. Flexpa will invoice Client on a month-to-month basis for each subsequent Renewal Term. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Prior to applying any late fees, Flexpa shall first notify Client of late payment and provide five (5) business days to cure. Client shall be responsible for all (i) taxes in accordance with Section 2.4 and (ii) Flexpa’s costs of collection in the event of the Client’s delinquent payment. All Payments made are non-refundable, non-cancellable, and not subject to set-off.
2.4 If Client’s account is more than thirty (30) days overdue, in addition to any of its other rights or remedies, Flexpa reserves the right to suspend the Services provided to Client, without liability to Client, until such amounts, including any applicable Late Fees, have been paid in full. In addition, Client acknowledges and agrees that Flexpa shall have the right to charge and collect a reasonable reconnection fee for the restoration of Services to Client following a suspension of Services.
2.5 Flexpa’s fees do not include any local, state, federal or other taxes, levies, or duties of any nature (“Taxes”). Client is responsible for paying all Taxes, excluding only taxes based on Flexpa’s income. If Flexpa has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 2.5, the appropriate amount shall be invoiced to and paid by Client unless Client provides Flexpa with a valid tax exemption certificate authorized by the appropriate taxing authority. Flexpa’s fees do not include any credit card, debit, banking or other payment processing fees (including any fees related to refunds, chargebacks or other third-party amounts) that Flexpa incurs in processing Client’s payments. Client agrees that Flexpa shall have the right to collect and charge for any such amounts.
2.6 The receipt or acceptance by Flexpa of any payment made shall not prevent Flexpa from subsequently challenging the validity or accuracy of such payment.
2.7 Client shall not be excused from any responsibility or liability related to invoices and payments due to the fact that the Accounts Payable Contact information was or is partially or completely inaccurate.
2.8 Subject to the notice requirements of Section 3.1, Flexpa has the right to increase the fees for each subsequent Renewal Term.
#3. Term; Termination
3.1 Initial Term. The term of this Agreement shall commence on the date of first transaction using Client’s unique ID (“Live Mode Keys”) and shall continue in effect for one (1) month (the “Initial Term”), which will continue on a month-to-month basis unless earlier terminated as provided herein. The Agreement shall be automatically renewed for subsequent one-month terms, provided that Client is not in default beyond any applicable grace period, on the terms described in this Agreement for successive one (1) month periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless earlier terminated as provided herein or unless either Party provides written notice to the other Party at least fifteen (15) days prior to the expiration of the current Term that such Party does not want this Agreement to renew. Any Fee increase pursuant to Section 2.8 for the upcoming Renewal Term will be disclosed to the Client by written notice seven (7) days prior to implementation. In this case, any Fee increase will apply to all subsequent Terms, unless otherwise stated. Either Party may terminate this Agreement in the event the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Flexpa may immediately suspend the services in the event it determines or believes that (i) the Client or any of its Customers has violated any law or regulation in connection with use of the Service, or (ii) any aspect of the Client Application or content thereon may do material harm to Flexpa or its networks or systems or reputation. Upon termination of this Agreement, all rights granted herein to Client will terminate and Client will make no further use of the Services or API Package (copies of which shall be immediately returned to Flexpa or destroyed). Any fee increase resulting from a material change to Flexpa’s suite of products offered as of the effective date of this agreement are excluded from the notification requirement. This includes products that are considered new, experimental (i.e. R&D participation, beta releases, etc.), discontinued, or considered a reasonable replacement for the suite of products offered as of the effective date of this agreement.
3.2 Expiration or termination of the Term of this Agreement shall not affect any obligation of Client to make payments hereunder accruing prior to such expiration or termination.
3.3 If a Party materially breaches this Agreement, the other Party may terminate this Agreement by providing written notice to the other Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the nonbreaching Party at law, except as specified herein.
3.4 A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
#4. Client Obligations
4.1. Client is responsible for all activities that occur under Client’s user accounts. Client shall instruct Authorized Users (i.e., designated employees of Client; designated employees of Client’s Affiliates; and any other designated individual who is not an employee of Client) that use of the Services other than in accordance with this Agreement shall constitute a material breach of this Agreement. Client shall prepare and maintain a current list of all Authorized Users. Client agrees that the password obtained for each Authorized User may only be used by such Authorized User. Client hereby covenants that it shall permit use and access of the Services solely by Authorized Users and solely for Client’s own internal business purposes. “Affiliate” means, with respect to a Party, another person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Party.
4.2. Client shall (a) not interfere with or disrupt the integrity or performance of the Services or the data contained therein by (i) attempting to gain unauthorized access to the Services or its related systems or networks; or (ii) knowingly, recklessly or negligently sending or storing any customer content or other material containing any technical defects, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (b) not use any of Flexpa’s Confidential Information (as defined in Section 5 below) and Flexpa Intellectual Property Rights (as defined in Section 1.3 herein) to create any service, software or other documentation that performs similar functionality, feature and graphic to that of the Services; and (c) not access or attempt to access information concerning (i) other customers of Flexpa or (ii) proprietary information of Flexpa not related to this Agreement or another agreement currently in force between Client and Flexpa. For the avoidance of doubt, nothing herein shall be construed to prohibit Client from building technology to retrieve third-party data directly from the source.
#5. Confidentiality
During the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information; for the avoidance of doubt, the Service, and the API Package are Confidential Information of Flexpa, the Client Application is Confidential Information of Client, and all pricing information and terms of this Agreement is Confidential Information of both parties. The Receiving Party shall maintain the confidentiality of the Confidential Information and, except as expressly permitted herein, will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 5 shall not apply to any information that: (i) was generally available to the public at the time of disclosure or is made generally available to the public after disclosure without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without a breach of such third party’s obligations of confidentiality, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party as shown by the Receiving Party's files and records immediately prior to the time of disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof (if permitted by law) and uses its best efforts to limit disclosure. Upon termination of this Agreement, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding anything to the contrary herein, Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement Notwithstanding anything to the contrary herein, Flexpa agrees that Client may discuss with 3rd-party companies Client’s relationship with Flexpa and the potential for such 3rd parties to gain access to Flexpa’s API package as a part of the 3rd party company developing applications on the Client platform. Flexpa agrees to work with Client in good faith to obtain such access for such 3rd parties at Client’s reasonable request.
#6. Indemnity
Flexpa will defend, indemnify and hold Client harmless from and against all claims, actions, proceedings, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees) arising from or in connection with (i) Flexpa’s breach of any laws or regulations (including with respect to privacy), (ii) any violation or claimed violation of any third party intellectual property rights based upon the API Package or Service, and (iii) any Customer User Claim resulting from Flexpa’s failure to comply with its SLA or support obligations under this Agreement, and (iv) Flexpa’s (or its agents’ or representatives’) gross negligence or recklessness or willful misconduct. Flexpa shall pay any final judgments awarded or settlements entered into and approved by Client in writing; provided that Client gives prompt written notice to Flexpa of any such claims, actions or allegations of infringement and gives Flexpa the authority to proceed as contemplated herein. Flexpa will have the exclusive right to defend any such claims, actions, or allegations and make settlements thereof at its own discretion, and Client may not settle or compromise such claims, actions, or allegations, except with prior written consent of Flexpa, provided that Flexpa shall not agree to any settlement which imposes on Client any obligations other than the payment of amounts indemnified by Flexpa hereunder. Client shall give such assistance and information as Flexpa may reasonably require to settle or oppose such claims, actions, or allegations. Flexpa shall have no liability for any claim of infringement based on (i) the use of the Service other than as contemplated or permitted; (ii) modification of the Service to the extent the infringement would have been avoided without such modification; or (iii) the combination or use of Service with any materials not furnished by Flexpa to Client, to the extent such infringement is based upon such combination. THIS SECTION STATES THE ENTIRE LIABILITY OF FLEXPA WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT, VIOLATION, OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT.
Client shall, at its expense, defend or settle any third party claims, actions proceedings, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees) brought against Flexpa arising out of (i) any or claimed violation of a third party’s intellectual property rights based upon (a) the Client Application and/or Developer Application, or (b) Client’s use of the API Package or Service in violation of this Agreement, (ii) any Customer claim resulting from the distribution and sale of the Client Application which is based upon a representation or warranty made by Client beyond those provided by Flexpa in this Agreement, and/or (iii) any personal injury or property damage caused by the grossly negligent, reckless or intentionally wrongful act of Client or Client’s employees, contractors or agents. Client shall pay any final judgments awarded or settlements entered into and approved by Client in writing; provided that Flexpa gives prompt written notice to Client of any such claims, actions or allegations of infringement and gives Client the authority to proceed as contemplated herein. Client will have the exclusive right to defend any such claims, actions, or allegations and make settlements thereof at its own discretion, and Flexpa may not settle or compromise such claims, actions, or allegations, except with prior written consent of Client, provided that Client shall not agree to any settlement which imposes on Flexpa any obligations other than the payment of amounts indemnified by Client hereunder. Flexpa shall give such assistance and information as Client may reasonably require to settle or oppose such claims, actions, or allegations. Client shall have no liability for any claim of infringement based on (i) use by a Customer of the Client Application other than as contemplated or permitted; (ii) modification of the Client Application by a Customer to the extent the infringement would have been avoided without such modification; or (iii) the combination or use of the Client Application with the Service, the API Package or any materials not furnished by Client to a Customer to the extent such infringement is based upon such combination. THIS SECTION STATES THE ENTIRE LIABILITY OF CLIENT WITH RESPECT TO INFRINGEMENT, VIOLATION, OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT.
#7. Warranty; Disclaimer
THE SERVICE IS PROVIDED “AS IS” AND FLEXPA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. FLEXPA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.
#8. Limitations of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY, OR LOSS OF BUSINESS; (C) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (D) MATTERS BEYOND ITS REASONABLE CONTROL; OR (E) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CLIENT TO FLEXPA DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES (PROVIDED THAT, IF NO FEES ARE PAID, SUCH AMOUNTS SHALL BE LIMITED TO FIVE HUNDRED DOLLARS (US $500.00)). NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL LIMIT A PARTY’S LIABILITY ARISING UNDER THE BUSINESS ASSOCIATE AGREEMENT (BAA) BETWEEN THE PARTIES.
#9. General Terms
9.1 Force Majeure. Neither party shall be deemed in breach of this Agreement to the extent that performance of their obligations (other than Licensee’s payment obligations) or attempts to cure any breach are delayed or prevented by reason of any Force Majeure event. Force Majeure events shall include, but not limited to: acts of God, fire, natural disaster, outbreak, epidemic, public health emergency, accident, act of government, and any and all events beyond the reasonable control of such party, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its best efforts to cure the delay. In the event of such Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure. If any Force Majeure event continues for a period of thirty (30) days or more or when it is agreed by both parties that such an event will continue for longer than thirty (30) days from the day it started, the party who is not receiving performance hereunder because of the Force Majeure event shall have the right to terminate this Agreement without liability (except for the accrued rights and obligations of the parties) upon giving five (5) business days written notice to the other party.
9.2 Equitable Remedies. Nothing herein shall prohibit either party from seeking a temporary restraining order, preliminary injunction, or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage; and nothing herein shall prevent Flexpa from bringing and pursuing legal action to specifically remedy any breach or threatened breach of any obligation hereunder by Client involving Flexpa’s intellectual property rights.
9.3 Non-Solicitation. Neither party shall solicit for hire or employment, directly or indirectly through a third party, any current employee of the other party without prior written consent, for a time period of twelve (12) months after termination or expiration of this Agreement. Notwithstanding the foregoing, either party may solicit to hire or employ any previously employed employee or agent of the other party so long as said employee or agent has been separated from such relationship for at least twelve (12) months from the date of such employees’ separation. Notwithstanding the foregoing, either party shall be permitted to hire, employ or contract for services an employee who has first contacted such party or who responds to a general advertisement for employment.
9.4 Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
9.5 Notices. Notices shall be addressed to that party at its address as set out in the Order Form (or to other such address as notified to the other party in writing in accordance with this Agreement). Wherever one party is required or permitted to give notice to the other pursuant to this Agreement, such notice shall be deemed given when delivered in hand, when mailed by registered or certified mail, return receipt requested, postage prepaid, or when sent by a third party courier service where receipt is verified by the receiving party’s acknowledgment.
9.6 Interpretation. This Agreement will be construed as a whole according to the fair meaning of its language and, regardless of who is responsible for its original drafting, will not be construed for or against either party.
9.7 Severability. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will continue in full force and effect.
9.8 Independent Contractors. Nothing contained herein or done in pursuance of this Agreement shall constitute either party the agent, partner or joint venture of the other for any purpose or in any sense whatsoever.
9.9 No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
9.10 Section Titles. Section titles or references used in this Agreement shall be without substantive meaning or content of any kind and are not a part of the agreements among the parties evidenced hereby.
9.11 Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, except for its conflict of law provisions, which shall not apply. All such disputes will be brought and decided in a court of law located in San Francisco, California, and the parties agree to the exclusive jurisdiction and venue of such courts.
9.12 Assignment. Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party except that a party may assign any right or obligation set forth in this Agreement to a successor entity in the event of a merger, consolidation or sale of the party’s business or all or substantially all of party's stock or assets, provided the assignee in all cases under this Section agrees in writing to assume all of the party’s obligations and obligations under this Agreement. Any attempted assignment in violation hereof shall be void and of no force or effect.
9.13 Entire Agreement; Modification. This Agreement together with the Order Form constitutes the complete agreement between the parties and supersedes all prior, conflicting agreements or representations, written or oral, concerning the subject matter of this Agreement and such additional documents. This Agreement and/or the Order Form may not be modified or amended except in writing signed by both parties.
9.14 Export Controls. Each party agrees that it will individually obtain any export licenses that may be required under applicable laws prior to any export or re-export of goods or information provided under this Agreement; provided that Flexpa shall notify Client of any ECCN(s) applicable to the API Package and/or Service prior to providing Client with access to the same.
9.15 Counterparts. The Agreement may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.
9.16 Electronic Signatures. Signature pages may be signed manually or electronically, and may be transmitted by facsimile or another secure mode of transmission. Electronic signatures and electronically transmitted signatures shall have the same legal effect as an original.
9.17 Press Release. Client agrees, upon execution of the Agreement, to work alongside the Flexpa team to create a case study, to be shared publicly by Flexpa, documenting the ways in which Flexpa or the Flexpa Services benefited the Client. This includes publicly displaying Client’s logo on Flexpa’s website, social media, and other marketing channels. Subject to Section 5, neither party may issue a press release or public announcement that uses, relies, shares, or disseminates the Confidential Information of the other party.
IN WITNESS WHEREOF, the parties’ authorized signatories have duly executed this Agreement as of the Effective Date.
#FLEXPA USA, INC.