Focus Group Terms

I have agreed to voluntarily discuss information about my practice of medicine and/or Level Ex’s products with Level Ex’s medical team. My name and any information discussed is confidential and will not be shared with any third parties without my consent.

Any information disclosed by Level Ex in the focus group constitutes Proprietary Information. The term “Proprietary Information” shall mean, any and all information, disclosed to the you whether disclosed in an oral, written or in any other form, including without limitation, Level Ex product research and development, patents, copyrights, customers (including customer lists), marketing plans, strategies, forecasts, trade secrets, test results, formulae, processes, data, know-how, technology, improvements, inventions, techniques and products (actual or planned), software, demonstration programs, routines, algorithms, computer systems. Proprietary Information shall not include information that has become a part of the public domain.

I hereby warrant and represent that: (a) I am not prevented or barred, in any way, from participating in these discussions and shall not conflict or cause the breach of any agreement, undertaking or law to which either of them are subject or bound, including, without limitation, any confidentiality or non-competition agreement, and that the discussions hereunder does not require the consent of any person or entity; (b) I will not use, during the performance of the service, any confidential or proprietary information of any third party whatsoever, including, without limitation, any information covered under any confidentiality or non-competition agreement; (c) I have disclosed to Level Ex all third party financial or consultative industry relationships with any medical device manufacturer, pharmaceutical manufacturer, government organization, medical or research institution, or similar professional entity; and (d) I have not misrepresented my medical education, training, or knowledge.

I acknowledge and agree that all inventions, developments, improvements, mask works, trade secrets, copyrights, modifications, discoveries, concepts, ideas, techniques, methods, technologies, know-how, designs, data, processes, proprietary information, whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, by me, independently, or jointly with others, (i) as a result of and/or within the framework of providing services to the company; and/or (ii) with the use of any the company’s proprietary information; are and shall be the sole and exclusive property of the company (all of the above: the “IP Rights”). I shall have no rights, claims or interest whatsoever in or with respect to the IP Rights. For the removal of any doubt, I hereby irrevocably and unconditionally assign to Level Ex any and all rights and interests in the IP Rights. I further agree and undertake that if and to the extent any additional action is required from me in order to perfect, enforce, or defend said IP Rights, as described above, and effectuate the Level Ex’s title and interest therein, including to effect the formal transfer thereof to Level Ex.

Nothing in this Agreement shall be construed as creating an employee-employer relationship or as obligating either party to enter into any relationship and/or agreement with the Receiving Party.

This Agreement shall be interpreted and construed in accordance with the laws of the State of Illinois. The parties submit to the exclusive jurisdiction of the competent courts of Illinois in any dispute related to this Agreement.