ElectroPro Software Online Confidentiality and Non-Disclosure Agreement

By accessing or using the pre-release version of ElectroPro Software (the “Software”), you, as the individual or entity identified below (the “Receiving Party”), acknowledge and agree that you have read and understood this Confidentiality and Non-Disclosure Agreement (the “Agreement”) and agree to be legally bound by its terms. If you do not agree to the terms of this Agreement, do not proceed to use the Software.

By clicking “I Agree,” accessing, or otherwise using the Software, you consent to this Agreement and affirm that you are authorized to enter into this Agreement on behalf of yourself and/or your organization.

Confidentiality and Non-Disclosure Agreement

Parties

Disclosing Party: ElectroPro Software, the developer and owner of the Software.

Receiving Party: (Insert the full legal name and address of the individual or entity accepting these terms).

Purpose

The Disclosing Party wishes to provide the Receiving Party with access to certain confidential and proprietary information regarding the Software—including but not limited to features, user interface, functionality, business plans, marketing strategies, pricing, and technical information—for evaluation, feedback, or potential collaboration before public launch (the “Purpose”).

Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, visual, electronic, or other form, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to:

• The existence of the Software and its pre-release status;
• Source code, object code, designs, algorithms, software architecture, data models, prototypes, screenshots of software, and technical documentation;
• Business plans, marketing strategies, pricing, customer lists, and financial information;
• Trade secrets, processes, and know-how related to electrology education and practice management;
• Any notes, analyses, compilations, studies, or other documents prepared by the Receiving Party that contain or reflect the Confidential Information.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was publicly known and made generally available prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure through no wrongful act of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure without restriction; or (d) is independently developed by the Receiving Party without reference to or use of the Confidential Information.

Obligations of Receiving Party

By proceeding to use the Software, the Receiving Party agrees to:

1. Maintain confidentiality. Use the Confidential Information solely for the Purpose and not disclose it to any third party without the prior written consent of the Disclosing Party.
2. Exercise reasonable care. Protect the Confidential Information using the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
3. Limit dissemination. Restrict disclosure of the Confidential Information to employees, consultants, or advisors who have a “need to know” for the Purpose and who are bound by written obligations of confidentiality at least as restrictive as those set forth herein.
4. Refrain from reverse engineering. Not disassemble, decompile, or reverse engineer any prototypes, software, or other tangible objects provided under this Agreement, nor permit any third party to do so.
5. Notify of unauthorized use. Promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.
6. Prohibit screenshots and recordings. The Receiving Party shall not capture, record, or share screenshots, screen recordings, photographs, or any other visual depictions of the Software, its user interface, or any Confidential Information without the prior written consent of the Disclosing Party. Any unauthorized visual disclosure shall be considered a material breach of this Agreement.

Term and Termination

This Agreement becomes effective upon acceptance via the online form and shall continue for a period of two (2) years, unless earlier terminated by either Party upon written notice. The Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect for five (5) years following the date of each disclosure, notwithstanding any termination of this Agreement.

Return or Destruction of Materials

Upon termination of this Agreement or upon request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including copies, notes, or other embodiments, and certify in writing that it has complied with this obligation.

No License

Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information except for the limited right to use such information for the Purpose stated herein.

No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no representations or warranties of any kind, whether express, implied, or statutory, with respect to the Confidential Information, including but not limited to its accuracy or completeness.

Injunctive Relief

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in the event of such breach, without the necessity of posting bond or proving actual damages.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Cook County, Illinois, and each Party consents to the jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements. Any amendments or modifications must be in writing and signed or electronically agreed to by both Parties.

Contact Us

ElectroPro Software welcomes your questions or comments regarding the NDA and Terms & Conditions:

ElectroPro Software
P.O. Box 152
Schaumburg, IL 60173

Email Address: admin@electroprosoftware.com

Phone Number: 

Effective as of January 30, 2025

Digital Acceptance

• Receiving Party Name: (Enter your full legal name)
• Receiving Party Title (if applicable): 
• Date of Acceptance: (Auto-captured upon submission)

By selecting “I Agree” and proceeding to use the Software, you acknowledge that you have read, understood, and agree to be bound by this Confidentiality and Non-Disclosure Agreement.