// // Please fill out and sign below - RE Pharmacy

This Nondisclosure Agreement (this “Agreement”) confirms an agreement between HanSam Corp., (the “Company”) and,


In consideration of the Company providing Recipient access to Proprietary Information for the sole purpose of evaluating a proposed business transaction between the Company and Recipient (the “Purpose”), Recipient agrees as follows:

1. Proprietary Information. “Proprietary Information” means any confidential and/or valuable proprietary information related to the business of the Company communicated, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, business, financial and marketing plans, technology and product roadmaps, computer code, techniques, processes, features and modes of operation, present and future product integration plans, information on strategic partnerships, alliances, customers, consultants, subcontractors and employees, and other technical and business information), whether or not identified as confidential on the face of any written documentation or otherwise. Proprietary Information shall not, however, include any information which Recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Company; (ii) becomes publicly known and made generally available after disclosure by the Company to Recipient through no action or inaction of Recipient; (iii) is already in the possession of Recipient without restriction on use or disclosure at the time of disclosure by the Company as shown by Recipient’s files and records immediately prior to the time of disclosure; (iv) is obtained by Recipient without restriction on use or disclosure from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to the Company’s Proprietary Information, as shown by Recipient’s files and records immediately prior to the time of disclosure.

2. Non-Use; Non-Disclosure. Recipient agrees (i) to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions Recipient employs with respect to its most confidential materials), (ii) not to make any use of the Proprietary Information whatsoever at any time, except for the Purpose, (iii) not to copy any Proprietary Information for any purpose without the Company’s prior written consent, (iv) not to reverse engineer, decompile or disassemble any Proprietary Information or any products, technology or tangible objects that utilize such Proprietary Information, (v) not to remove the Proprietary Information from the United States, and (vi) not to divulge any Proprietary Information or any information derived therefrom to any third party or to any of Recipient’s affiliates, agents, officers, directors, consultants or employees (each, a “Representative”), except those Representatives who have a legitimate “need to know” and are bound in writing to the restrictions herein. Recipient agrees and will direct such Representatives not to disclose to any person or entity, without the Company’s prior written consent, the fact that (i) the Proprietary Information is being made available to Recipient or (ii) any facts about the Purpose for which the Proprietary Information is being provided. Recipient will be responsible for any breaches of this Agreement by its Representatives.

3. Unauthorized or Court Ordered Disclosure. Recipient may disclose such parts of Proprietary Information as may be required by law or court order; provided, that Recipient (i) provides the Company prompt written notice of same, (ii) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order, (iii) allows the Company to participate in the proceeding, and (iv) provides the Company with such other cooperation as may be reasonably requested. In the event of unauthorized disclosure of any Proprietary Information, Recipient shall provide the Company with immediate written notice of same.

4. Return of Information. Immediately upon (i) the decision by either party not to enter into the contemplated relationship or transaction, (ii) the termination of the underlying agreement between the parties which requires the return of Proprietary Information to the Company, or (iii) request by the Company at any time, Recipient will turn over to the Company all manifestations of the Proprietary Information, and all documents or media containing Proprietary Information and any and all copies or extracts thereof.

5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them.


7. No License. This Agreement does not grant any rights to Recipient under any patent, copyright or other intellectual property right of the Company, or in the Proprietary Information, except as expressly set forth herein.

8. Remedy. Recipient acknowledges that any disclosure or unauthorized use of Proprietary Information will constitute a material breach of this Agreement and cause substantial harm to the Company for which damages would not be a fully adequate remedy, and, therefore, in the event of any such breach, in addition to other available remedies, the Company shall have the right to obtain injunctive relief (without being required to post any bond or other security).

9. Term. The obligations of Recipient set forth herein shall continue for a period of three years from the effective date of disclosure of the Proprietary Information. The remainder of the terms of this Agreement shall survive in perpetuity.

10. General. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. The parties consent to the exclusive jurisdiction and venue of the state and federal courts having within their jurisdiction the County of Orange, California. Notices hereunder will be effective only if in writing and upon receipt, or three days after deposit in the U.S. mail, first-class postage prepaid. The prevailing party in any action to enforce this Agreement shall be entitled to its court costs and attorneys’ fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.