NextLek Partner Program: Confidentiality, Non-Use, Non-Circumvention and Non-Solicitation Agreement
DRAFT: under legal review. If the text changes, you will be asked to accept the new version.This Agreement is between NextLek Company (“NextLek”), and the person accepting it below, for themselves and for the organization they name (together, “you”). You accept it by typing your name and clicking “Agree”.
1. Purpose
NextLek is preparing to launch a digital dispatch platform for for-hire rides and non-emergency medical transportation, and a pilot program. NextLek will share information with you only so that you can evaluate and take part in the pilot as a facility, transportation provider or partner (the “Purpose”).
2. Confidential Information
“Confidential Information” means everything shown in the NextLek pilot partners area and anything else NextLek shares with you about the pilot, in any form, including: the business model and concept; how trips are booked, matched, dispatched, priced and paid; fees, pricing, launch pricing and subscription terms; how providers and facilities are paid and billed; plans for Medicare, Medicaid and other programs; product designs, screens and software; partner, operator and facility information; data; and plans for markets and timing.
It does not include information that you can show (a) is or becomes public through no fault of yours; (b) you already knew, without a duty of confidence, before NextLek shared it; (c) you received lawfully from someone else who was free to share it; or (d) you developed independently without using any Confidential Information.
3. Keep it confidential
- You will keep Confidential Information confidential, protect it at least as carefully as your own confidential information and never less than reasonably, and use it only for the Purpose.
- You may share it only with your own employees and professional advisers who need it for the Purpose and who are bound by confidentiality duties at least as strict as these. You are responsible for their compliance.
- You will not disclose Confidential Information, or describe NextLek’s concept or plans, to any competitor or potential competitor of NextLek, or to anyone acting for one.
- You will not copy, screenshot, record, forward or publish the pilot partners area or its contents, except as reasonably needed for the Purpose within your organization.
4. No copying or competing use
You will not use any Confidential Information, directly or through anyone else, to design, develop, build, launch, fund, operate or advise on any product, platform or service that copies NextLek’s concept or competes with it, and you will not reverse-engineer NextLek’s products. This section applies to your use of Confidential Information; it does not stop you from carrying on your existing business as you did before.
5. No going around NextLek
For [24] months after you accept, you will not, without NextLek’s written consent, use the pilot or any Confidential Information to bypass NextLek by contracting directly with a transport operator, facility, health plan or other partner that NextLek introduced to you, for services of the kind NextLek offers or plans to offer.
6. No soliciting NextLek’s partners
For [24] months after you accept, you will not, directly or through anyone else, use Confidential Information to solicit or encourage any facility, transportation provider, health plan or other partner that you learned of through NextLek to move business of the kind NextLek offers to a competing platform or service, or to reduce its business with NextLek.
7. No competing service
For 12 months after you accept, you will not launch, operate or own a material interest in a digital dispatch or marketplace service for for-hire rides or non-emergency medical transportation in the District of Columbia, Maryland or Virginia that competes with NextLek. This does not limit you from providing transportation, or running a facility, as you do today.
8. Ownership and feedback
All Confidential Information remains NextLek’s property. This Agreement gives you no license or other right in it. If you give NextLek feedback or suggestions, NextLek may use them freely.
9. How long this lasts
Your duties last for [3] years after you accept, and, for any Confidential Information that is a trade secret, for as long as it remains a trade secret.
10. Return or destroy
When NextLek asks, you will stop using and return or destroy Confidential Information in your possession.
11. Required disclosure
If a law, regulation or court order requires you to disclose Confidential Information, you may do so to the extent required, after telling NextLek promptly (if allowed) so it can seek protection.
12. Remedies
A breach could cause NextLek harm that money alone cannot fix. NextLek may seek an injunction or other court order, in addition to any other remedy.
13. No obligation
Neither side is required to enter into any further agreement or transaction. The pilot, its terms and NextLek’s plans may change or end at any time. Information is shared “as is”.
14. Law and venue
This Agreement is governed by the laws of the Commonwealth of Virginia, and the courts located in Fairfax County, Virginia have jurisdiction over any dispute about it.
15. Electronic acceptance
By ticking the box, typing your full name and clicking “Agree”, you sign this Agreement electronically, with the same effect as a handwritten signature, and you confirm that you have authority to bind the organization you name. NextLek keeps a record of your name, organization, email, the date and time, your IP address and browser, and this version of the text.
16. Entire agreement
This is the whole agreement between you and NextLek about its subject. If a part is found unenforceable, the rest stays in effect, and the court may narrow that part as needed. Any change must be in writing, or accepted electronically through a new version.