Whereas, Meridian North Capital Partners (the "Firm") has originated and conducted preliminary diligence on a proposed Series B financing of a privately-held digital health company developing AI-assisted clinical decision support software (the "Opportunity");
Whereas, the Firm wishes to evaluate Ashford Bridge Ventures as a potential co-investor and syndicate participant in the Opportunity, and to that end intends to share deal memoranda, financial models, cap-table detail, clinical trial data, and management references;
Now, therefore, in consideration of the mutual covenants set forth below and the opportunity to evaluate the Opportunity, the parties agree as follows.
"Confidential Information" means all non-public information furnished by the Firm to the Receiving Party, whether oral, written, electronic, or observed, relating to the Opportunity, including without limitation:
The Receiving Party shall use Confidential Information solely to evaluate its potential participation in the Opportunity as a co-investor, and for no other purpose. No license, option, or right of first refusal is granted, expressly or by implication, with respect to any intellectual property, deal, or relationship of the Firm.
The Receiving Party shall protect Confidential Information with at least the degree of care it applies to its own comparable confidential information, and in no event less than a reasonable degree of care. Access shall be limited to partners, employees, and professional advisors with a demonstrable need to know, each bound by written obligations of confidentiality no less protective than this Agreement.
The Receiving Party shall not, directly or indirectly, contact the target company, its officers, founders, existing investors, or clinical partners, nor pursue an investment in the Opportunity outside the Firm's syndicate, without the Firm's prior written consent.
Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure, evidenced by contemporaneous records; (c) is independently developed without reference to Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.
If the Receiving Party is compelled by subpoena, court order, or regulatory request to disclose Confidential Information, it shall promptly notify the Firm in writing (to the extent legally permitted) so that the Firm may seek a protective order, and shall disclose only the portion legally required.
Upon the Firm's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, and certify such destruction in writing signed by an authorized officer. The Receiving Party may retain one archival copy solely for legal-compliance purposes, which shall remain subject to this Agreement.
The parties acknowledge that monetary damages would be inadequate for any breach of this Agreement, and the Firm shall be entitled to seek injunctive and equitable relief, in addition to all other remedies at law, without the requirement of posting bond.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any right to trial by jury.
This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior communications. It may be amended only by a writing signed by both parties. If any provision is held unenforceable, the remainder shall continue in full force. This Agreement may be executed in counterparts, including by electronic signature.