Material Transfer Agreement

This Material Transfer and Non-Disclosure Agreement (the “Agreement”) is made among ABSTRAX TECH, INC., a California corporation with a business address at 1672 Reynolds Ave., Irvine, CA 92614 (“Abstrax”), and the party shown at the signature line of this Agreement (“Customer”). Abstrax is selling or otherwise transferring certain products (“Products”) to Customer, and the parties desire to protect Abstrax’s confidential information, including certain ingredients and other intellectual property in the Products.

The parties hereby agree as follows:

1. Customer agrees it will not reverse engineer, run any analytical tests to determine the composition of, disassemble or decompile any Product or tangible object which includes the Products which Customer purchases or acquires from Abstrax, or to transfer any such Product or tangible object to any third party, other than as expressly authorized by Abstrax in writing and in connection with the purpose of the parties’ exchange or transfer of materials and information.
2. Customer agrees not to disclose, copy, release, or use for its own benefit any Confidential Information Customer receives from Abstrax concerning the Products. The obligation shall continue until Abstrax expressly agrees that the information is no longer confidential. “Confidential Information” means any and all business, technical or financial information of Abstrax or its customers not generally known to the public, whether written, electronic, or verbal. Confidential Information includes, but is not limited to, the following: product or service designs, formulas, ingredient list, drawings, layouts, ideas, creations, techniques or innovations, operational processes, know-how, trade secrets, and any other information that by its nature would reasonably be assumed to be confidential. Confidential Information does not include any information that: (1) is in, or lawfully enters, the public domain other than as a result of a disclosure by Customer, (2) was or becomes known to the Customer by means unrelated to or disclosure by Abstrax, from a source that was not prohibited from disclosing such information, or (3) is developed by Customer independently of the information disclosed by Abstrax without use, incorporation of, or reference to Abstrax’s Confidential Information. Notwithstanding the above, Customer may disclose those parts of the ingredient lists to state regulators if required to do so to comply with the laws and regulations of the state where the Product is to be used.
3. Customer shall take commercially reasonable measures to protect the confidentiality of the Confidential Information and to avoid any disclosure of any Confidential Information to any other person by anyone to whom it has disclosed or provided access to of the Confidential Information.
4. Customer acknowledges that, in the event of any breach or anticipatory or threatened breach by Customer of any of the provisions of this Agreement, the remedies available to Abstrax at law may be inadequate, and hereby agrees that, in addition to any other remedies that may be available to Abstrax, Abstrax shall be entitled to obtain temporary or permanent injunctive relief without the necessity of proving damages or posting a bond. Such remedies shall be cumulative and nonexclusive and shall be in addition to any other remedy to which Abstrax may be entitled.
5. All information is provided on an as is basis and no warranties, express or implied, are made as to the completeness, accuracies, or fitness of use of any information provided. Nothing in this Agreement is intended to grant to Customer, any rights or license in or to any patent, copyright, trademark, trade secret, or other intellectual property rights of Abstrax.
6. In the event a court of competent jurisdiction determines that any of the covenants or restrictions contained in this Agreement or any other provision hereof is unenforceable as written, the parties agree that such court shall, for purposes of enforcing such covenant in such jurisdiction, reform the scope of such covenant to the extent necessary to render such covenant reasonable in scope under the circumstances then existing, and that such covenant or restriction, as reformed, shall be enforceable in such jurisdiction.
7. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement has been designed to protect the proprietary rights of Abstrax to its Confidential Information and, as such, should be broadly construed in favor of Abstrax. Except as specifically set forth herein, no provision of this Agreement will in any way inure to the benefit of any third person so as to constitute any such person a third-party beneficiary of the Agreement or any of the terms hereof, or otherwise give rise to any cause of action in any person not a party to this Agreement. This written Agreement with any attachments, contains the entire agreement between the parties, and there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth in this Agreement, related to the subject matter hereof. This Agreement may not be changed except by a written instrument signed by the party affected by such change. The failure to strictly enforce any provisions of this Agreement shall not be construed as a waiver of such provisions, nor a consent to the failure of the other party to comply with said provisions, nor affect the party's right to enforce such provisions in the future. California law shall govern this Agreement and any legal action or arbitration shall be in Orange County, California. The prevailing party in any litigation or arbitration shall be entitled to recover reasonable attorney’s fees and costs. This Agreement may be executed and delivered via facsimile or email transmission. Every provision of this Agreement shall be binding upon and inure to the benefit of the parties' successors, permitted assigns, heirs, executors, administrators, and personal representatives.

Contact Information

Abstrax Tech, Inc
2661 Dow Ave
Tustin, CA 92780
hello@abstraxtech.com
Phone: 1-562-294-5805