bcb1a10fe6
- New CoverageFlag enum: SUPPLY_LAPSED, VISIT_REQUIRED, TRANSFER_PENDING, RENEWAL_CRITICAL/ELEVATED/SOON, RESUPPLY_READY, ACTIVE - Doc state machine: 5-item payer-dependent status per patient (SWO, Visit, PECOS, PA, Diagnosis) with cascade chain - Confirm Visit endpoint: staff enters prescriber-confirmed date, persisted in Supabase confirmed_visits table, survives all future CSV imports - Supabase migration: 001_add_confirmed_visits.sql (run manually in SQL editor) - Frontend: Badge rebuilt for 8 flags, DocStatusBar 5-dot display, ConfirmVisitModal, expandable WorklistTable rows - Legal: LOI, NDA, BAA drafts at pitch/legal/ for Nixon Law Group review - Compliance docs: privacy policy, incident response, data handling - CSV generator: market_data.json + PA/NJ generator scripts - 15/15 tests passing Co-Authored-By: Claude Sonnet 4.6 <noreply@anthropic.com>
121 lines
5.9 KiB
Markdown
121 lines
5.9 KiB
Markdown
# MUTUAL NON-DISCLOSURE AGREEMENT
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**Effective Date:** June __, 2026
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**Between:**
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- **STTIL Solutions LLC** ("STTIL"), a limited liability company, with its principal place of business in [City, State]
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- **Gaboro DME** ("Gaboro"), with its principal place of business in [City, State]
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Each a "Party" and together the "Parties."
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---
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## 1. Purpose
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The Parties intend to explore a pilot engagement involving Signal, a documentation readiness platform developed by STTIL ("Pilot"). In connection with the Pilot, each Party may disclose certain Confidential Information (as defined below) to the other Party. This Agreement governs the treatment of such information.
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---
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## 2. Definition of Confidential Information
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"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Pilot, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including but not limited to:
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- **STTIL Confidential Information:** Signal's software, algorithms, documentation readiness methodology, product roadmap, pricing structures, business plans, investor materials, and technical documentation.
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- **Gaboro Confidential Information:** DMEPOS operational workflows, documentation processes, patient census (in de-identified form), payer mix, staff processes, business operations, financial information, and supplier relationships.
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- **Shared:** The existence and terms of the Pilot engagement, this Agreement, and any discussions between the Parties.
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---
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## 3. Obligations of Receiving Party
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Each Receiving Party agrees to:
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(a) Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
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(b) Use Confidential Information solely for the purpose of evaluating and conducting the Pilot;
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(c) Limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement;
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(d) Promptly notify the Disclosing Party of any actual or suspected unauthorized disclosure of Confidential Information.
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---
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## 4. Exclusions
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The obligations in Section 3 do not apply to information that:
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(a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
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(b) Was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;
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(c) Is rightfully received from a third party without restriction;
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(d) Is independently developed by the Receiving Party without reference to the Confidential Information; or
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(e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and reasonable assistance in seeking a protective order.
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---
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## 5. DMEPOS-Specific Provision
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The Parties acknowledge that DMEPOS operational workflows, documentation processes, and payer-specific billing practices shared during the Pilot are highly sensitive and proprietary to Gaboro's business operations. STTIL agrees that any such information shared by Gaboro during the Pilot:
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(a) Will be used solely to configure and refine Signal for Gaboro's use during the Pilot;
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(b) Will not be disclosed to any other DMEPOS supplier or competitor of Gaboro; and
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(c) Will not be incorporated into Signal's publicly available documentation, marketing materials, or general feature set in a way that would reveal Gaboro's proprietary operational approach.
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---
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## 6. Return or Destruction of Confidential Information
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Upon the written request of the Disclosing Party, or upon termination of the Pilot, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that it has done so. One copy may be retained solely for legal compliance purposes, subject to ongoing confidentiality obligations.
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---
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## 7. No License
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Nothing in this Agreement grants either Party any license, right, or interest in the other Party's Confidential Information, intellectual property, trademarks, or technology beyond the limited right to evaluate and conduct the Pilot.
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---
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## 8. Term
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This Agreement is effective as of the Effective Date and continues for **2 years**, unless earlier terminated by mutual written agreement. Obligations with respect to Confidential Information disclosed during the term survive termination for an additional 2 years.
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---
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## 9. Remedies
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Each Party acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Each Party agrees that the other Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond or other security, in addition to all other remedies available at law or equity.
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---
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## 10. Governing Law and Venue
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This Agreement shall be governed by and construed in accordance with the laws of the **Commonwealth of Pennsylvania**, without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Pennsylvania for any dispute arising under this Agreement.
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---
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## 11. Entire Agreement
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This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements. This Agreement may not be amended except by a written instrument signed by both Parties.
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---
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## Signatures
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**STTIL Solutions LLC**
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By: ___________________________
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Name: Kisa Fenn
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Title: Managing Member
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Date: _________________________
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Email: kisasttil@gmail.com
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**Gaboro DME**
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By: ___________________________
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Name: Robert Robinson
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Title: Co-Founder and Managing Partner
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Date: _________________________
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Email: ___________________________
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