NON-DISCLOSURE AGREEMENT (NDA) – CLINICIAN PILOT
Version: v1.0
Effective Date: January 28th, 2026
This Non-Disclosure Agreement (“Agreement”) is entered into by and between:
(1) Dwara Innovation (“Company”), and
(2) The individual accepting this Agreement (“Recipient”).
1. Purpose
Recipient is participating in an early pilot group in connection with the Company’s patient-safety and clinical workflow initiative (the “Pilot”). In connection with the Pilot, Company may disclose certain confidential information to Recipient for evaluation, feedback, and collaboration (the “Purpose”).
2. Confidential Information
“Confidential Information” includes all non-public information disclosed by Company to Recipient, whether in written, oral, visual, electronic, or other form, including but not limited to:
(a) product concepts, features, roadmaps, designs, prototypes, software, code, models, prompts, workflows, documentation, and internal materials;
(b) pilot processes, evaluation methods, results, feedback, and analytics;
(c) business plans, pricing, strategies, partnerships, and operations;
(d) any non-public information concerning Company’s users, clinicians, customers, or partners; and
(e) the existence of the Pilot and Recipient’s participation, unless Company has publicly announced it.
Confidential Information does not include information that Recipient can demonstrate:
(i) is or becomes publicly available through no breach by Recipient;
(ii) was lawfully known to Recipient prior to disclosure by Company;
(iii) is lawfully received from a third party without restriction; or
(iv) is independently developed by Recipient without use of Confidential Information.
3. Recipient Obligations
Recipient agrees to:
(a) use Confidential Information solely for the Purpose;
(b) not disclose Confidential Information to any third party without Company’s prior written consent;
(c) take reasonable measures to protect Confidential Information from unauthorized access or disclosure (at least the same degree of care Recipient uses for their own confidential information);
(d) restrict access to Confidential Information to Recipient alone (or, if Company explicitly permits, to only those individuals who need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement); and
(e) not reverse engineer, decompile, disassemble, or otherwise attempt to derive underlying ideas, source code, or methods from any non-public prototype, software, or materials provided by Company, except to the extent such restriction is prohibited by applicable law.
4. Patient Information / Protected Health Information (PHI)
Recipient will not disclose to Company any patient-identifying information or Protected Health Information (“PHI”) unless Company has explicitly provided a compliant method and written instruction to do so. Recipient remains responsible for complying with applicable privacy and confidentiality requirements in their professional context.
5. Feedback
Recipient may provide comments, suggestions, or feedback about the Pilot (“Feedback”). Recipient grants Company a non-exclusive, worldwide, irrevocable, royalty-free right to use and incorporate Feedback into Company’s products and services without restriction or compensation, provided Company does not attribute Feedback to Recipient publicly without permission.
6. Return / Deletion
Upon request by Company, Recipient will promptly return or delete Confidential Information in Recipient’s possession or control, except to the extent retention is required by law or professional obligations. If retention is required, Recipient will continue to protect it under this Agreement.
7. Term
This Agreement begins on the date Recipient accepts it and continues for two (2) years, except that trade secrets (if any) remain protected for as long as they remain trade secrets under applicable law.
8. Compelled Disclosure
If Recipient is required by law, regulation, or court order to disclose Confidential Information, Recipient will (to the extent legally permitted) promptly notify Company so Company may seek protective treatment. Recipient will disclose only the portion legally required.
9. No License / Ownership
All Confidential Information remains the property of Company. No license or other rights are granted to Recipient by this Agreement except as necessary for the Purpose.
10. No Warranty
Confidential Information is provided “as is.” Company makes no warranties regarding the accuracy or completeness of Confidential Information, and is not obligated to proceed with any transaction or relationship.
11. Remedies
Recipient acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm. Company may seek injunctive relief and other remedies available at law or equity.
12. Governing Law
This Agreement is governed by the laws of the United States, without regard to conflict of law principles.
13. Acceptance
By selecting “I Agree” (or equivalent), Recipient confirms they have read and agree to be bound by this Agreement and represents they are authorized to participate in the Pilot.
Company Contact for NDA questions:
Dwara Innovation, transform@dwarai.com