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ANDI International, Inc.

UNILATERAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

AGREEMENT made this [DATE], by and between ANDI International, Inc., a New York, U.S.A. corporation, dba (doing business as) ANDI International, with its principal place of business located at 74 Woodcleft Avenue, Freeport, New York, U.S.A., hereinafter referred to as ANDI International or the Information Owner [NAME OF RECIPIENT], with the principal place of business located at [BUSINESS ADDRESS], conducting business as [BUSINESS NAME], hereinafter referred to as the Recipient.

The ANDI System - The Information Owner ( ANDI ) and the Recipient mutually acknowledge that ANDI has developed a unique and successful system for the establishment and operation of a hyperbaric treatment center as either a hospital or clinical type facility as well as a regional and international training & certification agency that organizes and conducts training programs, distributes educational materials, sells associated products & services to local hyperbaric facilities, diving industry retailers, resorts and hyperbaric & diver training schools known internationally as ANDI Training Facilities & Hyperbaric Centers. The member facility, through this agreement, acts as an administrator & re-seller of the products & services of the System Owner, ANDI International. This process and its associated development is, hereinafter referred to as "the ANDI System".

As part of the System, ANDI provides certain services to its members.  These may include but are not limited to; advice as to administration, organization, training procedures, equipment selection and installation, purchasing and inventory control methods, accounting methods, merchandising, advertising, sales and promotional techniques, gas distribution systems and techniques, personnel training, standards maintenance, hyperbaric treatment protocols and other services related to the efficient and successful operation of ANDI Training Facilities and ANDI Hyperbaric Centers.

Goodwill - ANDI as Information Owner has expended large sums of money as well as great effort over a period of many years in developing and improving the System. It has become well and favorably known to the public throughout the United States and other countries throughout the world, and has earned a valuable goodwill therein.

The Recipient agrees as follows: 

Definition of Proprietary Information - Proprietary information is defined as, but not limited to, medical protocols, business performance, sales, financial, contractual, marketing, custom-made products, processes, technical data, testing or quality assurance procedures and concepts originated by the disclosing party, not previously published or otherwise disclosed to the general public, not previously available to the receiving party or others without restriction, not normally furnished to others without compensation, and which the disclosing party desires to protect against unrestricted disclosure or competitive use, and which is furnished pursuant to this Agreement and appropriately identified as being proprietary intellectual property or copyrighted when furnished.

Proprietary Information - Pursuant to this Agreement, ANDI may or will disclose to Recipient information relating to mutual business interests certain documents, business, financial and marketing plans, procedures and medical protocols, technology, software, firmware, mask works, functional requirements, present and future product integration plans, information on strategic partnerships and alliances and customer relationships, and other technical and business information, all of which to the extent previously, presently, or subsequently disclosed to Recipient is "Proprietary Information." Proprietary Information does not include information that Recipient can document (a) that is or becomes (through no improper action or inaction of Recipient or its Representatives) generally known by the public, (b) was in its possession or known by it without restriction prior to receipt from Company, or (c) becomes available to Recipient on a non-confidential basis from a source other than Company or its Representatives without any breach of a confidentiality obligation. ("Representatives", when used with respect to either party, means that party's affiliates, agents, officers, directors consultants and employees.)

ANDI’s list of medical protocols and the development thereof are truly unique in the medical and business community and carry great value. In expectation of consideration and exchange of mutually beneficial advice and services ANDI has agreed to provide Recipient access to Proprietary Information for the purpose of sharing & discussing medical treatment options in the area of Hyperbaric Medicine.

Non-Use and Non-Disclosure - Recipient agrees (i) to hold all Proprietary Information in strict confidence,

prevent the disclosure thereof and take all precautions necessary to protect such Proprietary Information (including, without limitation, all precautions Recipient employs with respect to its most confidential materials), (ii) not to divulge any Proprietary Information or any information derived therefrom to any third party, except those of Recipient's employees, officers and directors who have a legitimate "need to know" in connection with the Purpose and are bound in writing to the restrictions herein, (iii) not to make any use whatsoever at any time of such Proprietary Information, except for the purposes intended above, (iv) not to copy any Proprietary Information, maintain multiple copies or share copies with colleagues or affiliated companies, (v) reverse engineer or disassemble any products, technology or tangible objects that utilize ANDI’s Proprietary Information, and (vi) not to remove or transfer the Proprietary Information from the United States. Finally, Recipient agrees and will ensure that its Representatives do not disclose this information to any person, without ANDI’s prior written consent.

Non-disclosure to Third Parties - The recipient of Information shall treat such Information as the proprietary Information of the disclosing party, shall not disclose said Information to any other person or entity except as authorized herein, and shall safeguard such Information as it would its own proprietary Information. The recipient shall immediately notify the disclosing party of any request by any third party that such Information be disclosed and shall cooperate with the disclosing party in its efforts to protect the Information from disclosure.  Neither party shall publicly announce or disclose the existence of this Agreement or its terms and conditions, or release any other party.  This provision shall survive the expiration, termination, or cancellation of this agreement.

No Obligation - Nothing contained herein shall obligate either party to proceed with any business transaction between them.

No Warranty - The proprietary information is provided "as is." Company makes no warranty, express or implied, regarding the accuracy or completeness of the proprietary information other than that it is ANDI’s current material as used throughout the System.

No License - This Agreement does not grant any rights to Recipient under any patent, copyright or other

intellectual property right of ANDI nor to the Proprietary Information, except as expressly set forth herein.

Term of Agreement - The confidentiality obligations of Recipient set forth herein shall continue until such

time as the Proprietary Information is publicly known and made generally available through no action or inaction of Recipient or any of its Representatives.

Remedy - Recipient acknowledges that any disclosure, sharing of information or unauthorized use of Proprietary Information will constitute a material breach of this Agreement and cause substantial harm to ANDI for which damages would not be a fully adequate remedy. In the event of any such breach, in addition to other available remedies, it is agreed that 1) ANDI shall have the right to obtain injunctive relief (without being required to post any bond or other security); 2) the minimum uncontested remedy shall be a payment to ANDI equaling 2 years of the current membership fee; 3) The prevailing party in any action to enforce this Agreement shall be entitled to its associated costs and fees (including attorneys' fees and expert witness fees) in addition to any and all damages incurred in connection with any such breach or action.

General Terms - In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of New York without regard to the conflicts of law provisions thereof. The parties consent to the exclusive jurisdiction and venue of the state and federal courts having within their jurisdiction the location of Company's principal place of business. Notices hereunder will be effective only if in writing and upon receipt if delivered personally or by overnight mail carrier, or three (3) days after deposit in the U.S. mail, first-class postage prepaid. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.

DISCLAIMER: This Communication / Data / Table is provided for general informational & educational purposes only and in no way is intended, nor should be regarded as a substitute for the advice of a licensed physician. While this content may reflect professional medical research and opinions, the U.S. Food and Drug Administration has not evaluated such statements or opinions, if any. Unless specifically cited otherwise, these protocols are not intended to treat, diagnose, cure or prevent any disease. In most circumstances the US FDA considers HBOT an experimental modality offering minor positive endorsement. ATTENTION: This is proprietary intellectual property developed for the use of licensed member facilities ONLY. It is not to be copied or shared with others. Any persons having access to this document must have an executed Non-Disclosure Agreement on file with ANDI International. * NOTE : The ANDI Multi-Level profiles require additional time, attention and Operator experience. Inquire with ANDI HQ for instructions, training and additional treatment logs specific for the ML protocol series.