Welcome to Effingo's Free Trial

---

Non-Disclosure Agreement

This Non-disclosure Agreement (this “Agreement”) is made effective {Date this NDA is accepted} , 2025 (the

“Effective Date”), by and between Effingo LLC, a California Limited Liability company, doing

business as Effingo Technology (the “Owners”), of the Medical Record Program Application to

remove duplicate Records, and {Company listed}  (the “Recipient”), of the

application and details associated with the functionality of the Medial Record Program

Application to remove duplicate Records.

The Owners have requested, and the Recipient agrees that the Recipient will protect the

confidential material and information which may be disclosed between the Owners and the

Recipient. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means

any information or material which is proprietary to the Owners, whether or not owned

or developed by the Owners, which is not generally known other than by the Owners,

and which the Recipient may obtain through direct or indirect contact with the

Owners. Regardless of whether specifically identified as confidential or proprietary,

Confidential Information shall include any information provided by the Owner

concerning the business, technology and information of the Owners and any third

party with which the Owners’ deals, including, without limitation, business records

and plans, trade secrets, technical data, product ideas, contracts, financial information,

pricing structure, discounts, computer programs and listings, source code and/or

object code, copyrights and intellectual property, inventions, sales leads, strategic

alliances, partner, and customer client lists. The nature of the information and the

manner of disclosure are such that a reasonable person would understand it to be

confidential.

A. “Confidential Information” does not include:

a. Matters of public knowledge that result from disclosure by the Owner.

b. Information rightfully received by the Recipient from a third party without

a duty of confidentiality.

c. Information independently developed by the Recipient.

d. Information disclosed by operation of law.

e. Information disclosed by the Recipient with the prior written consent of

the Owners; and any information that both parties agree in writing is not

confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient

understands and acknowledges that the Confidential Information has been developed

or obtained by the Owners by the investment of significant time, effort and expense,

and that the Confidential Information is a valuable, special and unique asset of the

Owners which provides the Owners with a significant competitive advantage and

needs to be protected from improper disclosure. In consideration for the receipt by the

Recipient of the Confidential Information, the Recipient agrees as follows:

A. No Disclosure. The recipient will hold the Confidential Information in confidence

and will not disclose the Confidential Information to any person or entity without

the prior written consent of the Owners.

B. No Copying/Modifying. The Recipient will not copy or modify any Confidential

Information without the prior written consent of the Owners.

C. Unauthorized Use. The Recipient will promptly advise the Owners if the

Recipient becomes aware of any possible unauthorized disclosure or use of the

Confidential Information.

D. Application to Employees. The Recipient shall not disclose any Confidential

Information to any employees of the Recipient, except those employees who are

required to have the Confidential Information in order to perform their job duties

in connection with the limited purposes of this Agreement. Each permitted

employee to whom Confidential Information is disclosed shall sign a nondisclosure

agreement substantially the same as this Agreement at the request of

the Owners.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it

appears that the Recipient has disclosed (or has threatened to disclose) Confidential

Information in violation of this Agreement, the Owners shall be entitled to an

injunction to restrain the Recipient from disclosing the Confidential Information in

whole or in part. The Owners shall not be prohibited by this provision from pursuing

other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of (5) years after the end of the term of this

Agreement, the Recipient will not attempt to do business with, or otherwise solicit

any business contacts found or otherwise referred by the Owners to Recipient for the

purposes of circumventing, the result of which shall be to prevent the Owners from

realizing or recognizing a profit, fees, or otherwise, without the specific written

approval of the Owners. If such circumventing shall occur the Owners shall be

entitled to any commissions due pursuant to this Agreement or relating to such

transaction.

V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of

the Owners, the Recipient shall return to the Owners all written materials containing

the Confidential Information. The Recipient shall also deliver to the Owners written

statements signed by the Recipient certifying that all materials have been returned

within five (5) days of receipt of the request.

VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this

Agreement to purchase any service or item from the other party, or commercially

offer any products using or incorporating the Confidential Information. This

Agreement does not create any agency, partnership, or joint venture.

VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential

Information is provided on an “AS IS” basis. THE OWNERS MAKE NO

WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE

CONFIDENTAIL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS

ANY AND ALL IMPLIED WARRANTIES OR MERCHANTABILITY AND

FITNESS FOR PARTICULAR PURPOSE IN NO EVENT SHALL THE OWNERS

BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL

DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE

PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL

INFORMATION. The Owners do not represent or warrant that any product or

business plans disclosed to the Recipient will be marketed or carried out as disclosed,

or at all. Any actions taken by the Recipient in response to the disclosure of the

Confidential Information shall be solely at the risk of the Recipient.

VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual

property rights under this Agreement except the limited rights to use as set forth

above. The Recipient acknowledges that, as between the Owners and the Recipient,

the Confidential Information and all related copyrights and other intellectual property

rights, are (and at all times will be) the property of the Owners, even if suggestions,

comments, and/or ideas made by the Recipient are incorporated into the Confidential

Information or related material during the period of this Agreement.

IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other

party and its officers, directors, agent, affiliates, distributors, representatives, and

employees from any and all third party claims, demands, liabilities, costs and

expenses including reasonable attorney's fees, costs and expenses resulting from the

indemnifying party’s material breach of any duty, representation, or warranty under

this Agreement.

X. ATTORNEY’S FEES. In any legal action between the parties concerning this

Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees

and costs.

XI. TERM. The obligation of this Agreement shall survive until the Owners send the

Recipient written notice releasing the Recipient from this Agreement. After that, the

Recipient must continue to protect the Confidential Information that was received

during the term of this Agreement from unauthorized use or disclosure indefinitely.

XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of

the parties regarding confidentiality. Any amendments must be in writing and signed

by all parties. This Agreement shall be construed under the laws of the State of

California. This Agreement shall not be assignable by either party. Neither party may

delegate its duties under this Agreement without the prior written consent of the other

party. The confidentiality provisions of this Agreement shall remain in full force and

effect at all times in accordance with the term of this Agreement. If any provision of

this Agreement is held to be invalid, illegal or unenforceable, the remaining portions

of this Agreement shall remain in full force and effect and construed so as to best

effectuate the original intent and purpose of this Agreement.

XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the

Defend Trade Secrets Act and provides civil or criminal immunity for the disclosure

of trade secrets: (i) made in confidence to a federal, state or local government

officials, or to an attorney when the disclosure is to report suspected violations of the

law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

XIV. SIGNATORIES. This Agreement shall be executed by the parties below and

delivered in the manner prescribed by law as of the date first written above.

DISCLAIMER: Effingo, LLC. assumes no responsibility for any omissions, inclusions,

misinterpretation or any other errors, either intentional or unintentional, in the

attached Records Excerpt and Outline. Effingo, LLC. is not responsible for the

accuracy or completeness of the attached records excerpt. This excerpt should not be

relied upon for any medical or legal conclusion or opinion. The actual records should

be used for all purposes.

OWNERS:

___________________________________

Jonathan Norzagaray, CEO Effingo

__________________________________,