Non-Disclosure Agreement (NDA) – SANOVIO App

1. Scope and Contracting Parties

This Non-Disclosure Agreement ("Agreement") applies to all natural and legal persons who register with or use the SANOVIO App ("Users"). The contracting party is SANOVIO (hereinafter referred to together with the User as the "Parties"). By completing the registration (e.g., by actively clicking "I accept"), the User declares their consent to this Agreement.

Agreement Purpose: Protection of confidential information in connection with the use of the SANOVIO App as well as collaboration for the "Optimization of Medical Supplies" or comparable projects.

2. Definitions

Confidential Information means all information marked as confidential or confidential by its nature. This includes in particular technical, organizational and business information such as customer and material lists, technical drawings, documents and processes, design, market, development and business data. This also includes information from affiliated companies as well as third parties towards whom the disclosing party is obligated to maintain confidentiality.

Confidential Information within the meaning of this Agreement expressly includes entrepreneurial concepts and methods of SANOVIO, including – but not limited to – technical procedures, pricing models, software logic, data analyses as well as strategic and organizational approaches.

3. Confidentiality Obligations

The Parties undertake to treat Confidential Information of the respective other Party as follows:

• to keep it secret and use it exclusively for the purpose of the Agreement;
• not to make it accessible to third parties without prior written consent of the respective other Party; and
• to protect it from unauthorized access with due care and store it securely (particularly with regard to IT security).

The disclosure of Confidential Information is only permitted to employees and agents on a need-to-know basis. The Parties undertake to obligate such persons to confidentiality at least to the extent corresponding to this Agreement and – insofar as legally permissible – to let this obligation continue beyond the end of their respective activity.

4. Exceptions

The confidentiality obligation does not apply to information that the receiving Party can demonstrably prove was (a) generally known at the time of disclosure or later became public without fault of the receiving Party; (b) was already lawfully known; or (c) was disclosed by an authorized third party without confidentiality obligation.

The burden of proof for the existence of an exception lies with the receiving Party. Information that a Party is legally obligated to disclose or by official/judicial order is also exempt from the confidentiality obligation. The Party obligated to disclose shall inform the other Party thereof in writing immediately – insofar as legally permissible.

5. Patient and Personal Data

All personal data (e.g., presence of persons in the hospital, diagnoses, therapies, social/family/financial circumstances) as well as perceptions about internal operational processes and incidents including personnel data are Confidential Information and are subject to professional secrecy as well as applicable data protection laws. Disclosure to unauthorized persons is strictly prohibited. No details may be disclosed by which persons could be identified.

6. Rights, Return and Deletion

This Agreement does not establish any ownership, license or other usage rights to Confidential Information. Upon request by the disclosing Party, all Confidential Information (including copies/backups) must be immediately returned or demonstrably destroyed or deleted. If requested, compliance must be confirmed in writing.

7. Liability

If a Party culpably violates the confidentiality or secrecy obligations, it shall be liable to the other Party for damages arising therefrom according to statutory provisions.

8. Term

This Agreement is concluded for an indefinite period. The confidentiality obligations exist indefinitely, regardless of the outcome of the Agreement purpose and any termination of the use of the SANOVIO App.

9. Applicable Law and Jurisdiction

This Agreement is subject to German law. The place of jurisdiction is Munich, insofar as legally permissible.

10. Changes and Versioning

SANOVIO may adapt this Agreement insofar as this is necessary (e.g., in case of legal, technical or organizational changes). Changes will be communicated to the User in an appropriate form before they become effective. The respectively valid version will be provided in versioned form. Active consent (e.g., checkbox/"I accept") may be required for certain changes.

11. Electronic Consent

The User's consent by actively logging in constitutes a legally binding electronic consent. SANOVIO can provide the User with a copy of this Agreement (e.g., as PDF).

Contact

SANOVIO – Legal & Compliance
Email: legal@sanovio.de