Professor Syde A. Taheri, MD

Award-Winning Inventor and Surgeon

Email:    Phone: 716-633-1838


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Syde A. Taheri, M.D.

268 Dan Troy Drive, Clarence, NY  14221 * Phone (716)633-1838   Fax (716)634-4164




This Agreement, effective as of the date of the last signature below, is by and between

Syde A. Taheri, M.D., P.C. ("Taheri"), 268 Dan Troy Drive, Clarence, NY  14221, and                                                                                  sometimes collectively referred to as "the Parties."

1.  For the sole purpose of evaluating and determining whether to enter into further agreements concerning the manufacture, development and sale of medical devices, Taheri and                              desire and agree to exchange proprietary information on the basis set forth herein with respect to  ________________ .

2.   Under this Agreement, the term "Information" shall mean all written information which the party possessing it deems to be confidential and proprietary, relating to the areas set forth in paragraph 1, above (including, but not limited to, data, know-how, technical and non-technical materials, product samples and specifications) and that either party delivers to the other pursuant to this Agreement, in tangible form with the cover pages or other identifying or transmitting writing stamped "Confidential," or directly related to such tangible disclosure and expressly identified as Confidential.  All oral disclosures must be identified as confidential at the time of disclosure and confirmed in writing within 30 days of disclosure.

3.   Taheri and                                         each for itself and for their respective personnel representatives, subsidiaries and affiliates, agree to maintain in confidence the Information received from the other with the same degree of care he or it holds his or its own confidential and proprietary information.  Neither party will use the Information except for evaluation as set forth in this Agreement. 

Each party will disclose the Information received from the other only to officers, employees, or any others under contract, directly concerned with its evaluation, and neither will disclose the Information to any third party nor will it use the Information for any other purpose.  As used in this paragraph "subsidiaries and affiliates" shall mean any corporation, firm, partnership or other entity which directly or indirectly controls, is controlled, by, or is under common control with, a party.

4.   The preceding obligations of the Parties of non-disclosure and the limitation upon the right to use the Information shall not apply to the extent that the party receiving the Information can demonstrate that the Information: (a) was in his or its possession or control prior to the time of disclosure hereunder; or (b) at the time of disclosure or thereafter became public knowledge through no fault or omission of the party receiving the Information; or (c) was lawfully obtained by the party receiving the Information from a third party under no obligation of confidentiality to the other party; or (d) was developed by the party receiving the Information independent of any disclosure hereunder.

5.   Subject to the provisions of paragraph 4 hereof, all proprietary rights (including but not limited to patent rights and trade secrets) in and to the Information shall remain the property of the party disclosing said Information hereunder.

6.   The disclosure of Information pursuant to this Agreement is with the express understanding that neither party will be obligated to enter into any further agreement relating to the Information, and nothing in this Agreement shall be construed as granting any license relating thereto nor creating a joint venture between the parties.

7.   The Parties agree to complete their evaluation within one hundred eighty (180) days after disclosure of the Information.                                                                                                                                                                         

At the request for the disclosing party, but in any event at the end of said one hundred eighty (180) day period, each party will promptly return to the other all of the Information and use reasonable efforts to destroy all copies thereof, except for on e copy, which will be retained in the legal files of the party receiving the information for use solely in proving compliance with this agreement.

8.   All obligations of the Parties under this Agreement shall terminate five (5) years from the date of this Agreement.

9.   Each party represents to the other that it has the full authority and right to enter into this Agreement and to disclose the Information hereunder and that such disclosure will not violate the rights of any third party.

10.  This Agreement represents the entire agreement of the parties as to the subject matter hereof, may only be modified in writing, signed by the party to be charged, and shall be governed by and construed under the internal laws (but not the laws relating to choice of law) of the State of New York.


                                                                                           SYDE A. Taheri, M.D., P.C.


Print Name ________________________                        Print Name________________________

Signature __________________________                       Signature _________________________

Date _____________________________                        Date _____________________________                   


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