CONFIDENTIAL INFORMATION ACCESS AGREEMENT
This Confidential Information Access Agreement (this "Agreement") is entered into as of the date of Recipient's electronic acceptance of this Agreement (the "Effective Date") by and between:
Owo Capital LLC, a limited liability company ("Owo Capital" or "Disclosing Party"), and
the individual or entity accepting this Agreement electronically ("Recipient").
Owo Capital and Recipient may each be referred to as a "Party" and collectively as the "Parties."
1. Purpose
Recipient desires to access certain confidential and proprietary materials made available by or on behalf of Owo Capital through a secure website, private portal, virtual data room, electronic communication, presentation, meeting, document, or other medium.
The purpose of such access is to evaluate, discuss, or participate in potential business opportunities, investment opportunities, advisory roles, board roles, executive roles, consulting relationships, strategic partnerships, acquisitions, financings, mergers, reverse takeover transactions, licensing arrangements, commercial collaborations, or other potential relationships relating to the proposed MyRX initiative, PillCheck, Jaguar Health, any future holding company or operating company, and related businesses, opportunities, technologies, strategies, or transactions (the "Purpose").
Recipient agrees that all access to the Confidential Information is conditioned on Recipient's acceptance of and compliance with this Agreement.
2. Status of MyRX and Future Entities
Recipient acknowledges that "MyRX" is a working name used solely for identification of the initiative during the pre-formation period, that the final name of the initiative and any related entity will be decided in the coming weeks and may differ, and that "MyRX" may refer to a proposed initiative, strategy, project name, brand concept, business concept, holding company concept, future legal entity, or related commercial opportunity, and that one or more related legal entities may not yet exist as of the Effective Date.
Recipient further acknowledges that certain materials relating to MyRX were prepared, developed, assembled, originated, or disclosed by Owo Capital, including materials reflecting Owo Capital's strategic vision, business architecture, transaction strategy, relationships, introductions, commercial plans, and related work product.
Nothing in this Agreement shall be interpreted to imply that MyRX is currently a separate legal entity unless and until such entity is formally organized.
3. Confidential Information
"Confidential Information" means all non-public, confidential, proprietary, strategic, technical, commercial, financial, operational, legal, or business information disclosed, made available, displayed, transmitted, or otherwise provided to Recipient by or on behalf of Owo Capital, whether before, on, or after the Effective Date, whether oral, written, visual, electronic, digital, or in any other form.
Confidential Information includes, without limitation:
a. strategic vision documents, business plans, theses, market analyses, product strategies, commercial strategies, growth strategies, financing strategies, acquisition strategies, transaction structures, reverse takeover strategies, merger strategies, capitalization plans, investor materials, valuation materials, board composition plans, executive recruiting plans, and leadership strategies;
b. materials, concepts, strategies, plans, decks, websites, portals, data rooms, notes, documents, communications, analyses, models, financial projections, forecasts, budgets, operating plans, and diligence materials relating to MyRX, PillCheck, Jaguar Health, any proposed holding company, any proposed operating company, and any related transaction or opportunity;
c. AI product concepts, software concepts, product roadmaps, system designs, workflows, technical architecture, algorithms, prompts, models, model strategies, data strategies, product designs, user experience designs, clinical intelligence concepts, medication intelligence concepts, pharmacogenomics strategies, personalized medicine strategies, and related technology plans;
d. software, source code, object code, prototypes, demos, websites, user interfaces, databases, data structures, datasets, APIs, integrations, technical documentation, product documentation, and related materials;
e. names, identities, contact information, relationship information, introductions, investor lists, advisor lists, board candidate lists, executive candidate lists, strategic partner lists, customer information, supplier information, consultant information, and other relationship-based information;
f. information relating to potential investors, lenders, acquirers, merger partners, strategic partners, board members, executives, employees, consultants, advisors, contractors, customers, vendors, suppliers, licensors, licensees, or other third parties;
g. information relating to actual or potential transactions, investments, financings, acquisitions, mergers, reverse takeovers, public company transactions, licenses, partnerships, joint ventures, employment arrangements, advisory arrangements, consulting arrangements, board appointments, or commercial relationships;
h. information relating to Owo Capital's business, assets, intellectual property, strategies, investment activities, relationships, clients, portfolio companies, affiliates, projects, opportunities, and work product;
i. information belonging to third parties that is disclosed by or through Owo Capital, including information relating to PillCheck, Jaguar Health, prospective affiliates, strategic partners, collaborators, or transaction participants;
j. any notes, summaries, analyses, compilations, extracts, copies, screenshots, downloads, recordings, derivative materials, or other materials prepared by Recipient or its Representatives that contain, reflect, summarize, or are derived from Confidential Information; and
k. the fact that discussions, negotiations, diligence, access, or communications are occurring, have occurred, or may occur concerning the Purpose.
Confidential Information shall not be required to be marked "confidential" in order to be protected under this Agreement.
4. Representatives
"Representatives" means Recipient's directors, officers, employees, partners, members, managers, affiliates, attorneys, accountants, financial advisors, consultants, contractors, agents, financing sources, and other professional representatives.
Recipient may disclose Confidential Information only to those Representatives who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.
Recipient shall be responsible for any breach of this Agreement by its Representatives.
5. Recipient's Confidentiality Obligations
Recipient shall:
a. hold all Confidential Information in strict confidence;
b. use Confidential Information solely for the Purpose;
c. not disclose Confidential Information to any person except as expressly permitted under this Agreement;
d. protect Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information of similar importance, but in no event less than reasonable care;
e. not copy, reproduce, screenshot, download, transmit, publish, post, forward, distribute, sell, license, transfer, or otherwise exploit Confidential Information except as expressly permitted by Owo Capital in writing;
f. not use Confidential Information for Recipient's own commercial advantage or for the benefit of any third party except in connection with the Purpose and with Owo Capital's written consent;
g. not use Confidential Information to compete with, circumvent, harm, undermine, or bypass Owo Capital, MyRX, any future related entity, or any opportunity introduced or presented by Owo Capital;
h. not reverse engineer, decompile, disassemble, analyze, reconstruct, or attempt to derive the composition, structure, source code, architecture, underlying ideas, strategies, algorithms, prompts, models, systems, workflows, or methods embodied in any Confidential Information;
i. not remove, obscure, alter, or tamper with any copyright notice, confidentiality legend, watermark, access control, proprietary rights notice, or other protective measure; and
j. promptly notify Owo Capital in writing of any unauthorized access, use, disclosure, loss, theft, compromise, or suspected compromise of Confidential Information.
6. No AI Training, Scraping, Data Extraction, or Automated Use
Recipient shall not, directly or indirectly, without Owo Capital's prior written consent:
a. use any Confidential Information to train, fine-tune, test, validate, improve, prompt, benchmark, develop, or operate any artificial intelligence system, machine learning model, large language model, generative AI system, algorithmic system, analytics engine, software product, or automated decision-making system;
b. upload, input, paste, transmit, disclose, or otherwise provide Confidential Information to any public, private, commercial, internal, or third-party AI tool, chatbot, large language model, software platform, database, search engine, or automated analysis system;
c. scrape, crawl, index, mine, spider, harvest, extract, download in bulk, or otherwise collect data, text, images, files, metadata, code, or other content from any website, portal, document, data room, communication, or system containing Confidential Information;
d. create, train, improve, or assist in creating any competing or derivative product, service, dataset, database, model, software, platform, strategy, presentation, or business using Confidential Information;
e. use bots, scripts, browser extensions, automated tools, screen recorders, data extraction tools, or similar technologies to access, copy, monitor, extract, or reproduce Confidential Information;
f. generate derivative works, summaries, embeddings, vectors, model weights, synthetic datasets, or other outputs based on Confidential Information except solely for internal evaluation by Recipient for the Purpose and subject to all confidentiality obligations in this Agreement; or
g. permit any third party to engage in any of the foregoing.
Recipient acknowledges that breach of this Section may cause irreparable harm to Owo Capital and may compromise trade secrets, proprietary rights, transaction opportunities, and relationship-based assets.
7. Non-Circumvention
Recipient acknowledges that Owo Capital has invested substantial time, expertise, resources, capital, strategic judgment, and relationships in developing, originating, arranging, and presenting the opportunities, strategies, introductions, transactions, business concepts, partnerships, and relationships reflected in or arising from the Confidential Information.
During the term of this Agreement and for a period of three (3) years after Recipient's last receipt of Confidential Information, Recipient shall not, directly or indirectly, without Owo Capital's prior written consent:
a. circumvent, bypass, avoid, or exclude Owo Capital in connection with any transaction, financing, acquisition, merger, reverse takeover, strategic partnership, licensing arrangement, commercial relationship, investment, advisory relationship, board opportunity, employment opportunity, consulting relationship, or other opportunity first introduced, presented, arranged, originated, or disclosed by Owo Capital through or in connection with the Confidential Information;
b. use Confidential Information to pursue, negotiate, solicit, structure, arrange, facilitate, or consummate any opportunity, transaction, relationship, or arrangement involving any person, company, investor, advisor, executive, board candidate, consultant, contractor, customer, supplier, strategic partner, financing source, acquisition target, merger partner, public company, private company, or other relationship introduced, identified, originated, or presented by Owo Capital;
c. knowingly solicit, contact, induce, encourage, contract with, transact with, employ, retain, finance, advise, invest in, partner with, or otherwise engage any person or entity introduced, identified, originated, or presented by Owo Capital for the purpose or effect of avoiding, excluding, reducing, or bypassing Owo Capital's participation, economics, credit, ownership, compensation, advisory role, board role, transaction role, or other involvement;
d. use Owo Capital's Confidential Information, strategies, introductions, relationships, documents, analyses, concepts, or transaction structures to create, support, finance, advise, join, operate, or participate in a competing or substantially similar business, strategy, transaction, project, investment, financing, acquisition, or commercial opportunity without Owo Capital's written consent;
e. disclose Owo Capital's role, relationships, strategies, documents, plans, or introductions to any third party for the purpose of enabling such third party to circumvent Owo Capital; or
f. assist, encourage, direct, finance, advise, or enable any other person or entity to engage in conduct prohibited by this Section.
Nothing in this Section shall prohibit Recipient from conducting business activities that Recipient can demonstrate were independently developed without use of Confidential Information and without reliance on relationships, introductions, opportunities, or strategies first introduced, originated, or presented by Owo Capital.
Nothing in this Section shall prohibit Recipient from maintaining a relationship that demonstrably existed before Recipient received the relevant Confidential Information, provided that Recipient does not use Confidential Information to expand, redirect, structure, or exploit such relationship in a manner that circumvents Owo Capital.
8. Ownership; No License; No Transfer of Rights
All Confidential Information remains the exclusive property of Owo Capital or the applicable owner of such information.
As between Owo Capital and Recipient, all strategic concepts, vision documents, business architectures, transaction structures, presentations, website materials, data room materials, relationship maps, introductions, opportunity maps, product concepts, commercial strategies, and related materials prepared, originated, assembled, or disclosed by Owo Capital remain the property of Owo Capital unless otherwise agreed in a separate written agreement signed by Owo Capital.
Nothing in this Agreement grants Recipient any ownership interest, license, option, assignment, intellectual property right, equity right, participation right, partnership interest, agency authority, distribution right, commercial right, or other right in or to any Confidential Information, Owo Capital, MyRX, PillCheck, Jaguar Health, any future holding company, any future operating company, or any related opportunity.
Recipient receives only a limited, revocable, non-exclusive, non-transferable right to access and review the Confidential Information solely for the Purpose and strictly in accordance with this Agreement.
9. Third-Party Confidential Information
Recipient acknowledges that certain Confidential Information may include information belonging to or relating to third parties, including PillCheck, Jaguar Health, investors, advisors, executives, board candidates, strategic partners, collaborators, customers, suppliers, acquisition targets, merger partners, or other transaction participants.
Recipient agrees to protect all such information in accordance with this Agreement and any additional restrictions communicated by Owo Capital.
Nothing in this Agreement authorizes Recipient to use, disclose, exploit, or claim ownership over any third-party confidential information.
10. Future Holdco; Assignment; Successors
Recipient acknowledges that Owo Capital may form, sponsor, advise, invest in, assign assets to, or otherwise participate in one or more entities relating to the Purpose, including a future holding company, operating company, subsidiary, affiliate, acquisition vehicle, merger vehicle, joint venture, or successor entity.
Owo Capital may assign this Agreement, in whole or in part, including all confidentiality, ownership, non-use, non-circumvention, enforcement, injunctive relief, and other rights, to any affiliate, successor, assignee, future holding company, operating company, transaction vehicle, acquisition vehicle, merger vehicle, subsidiary, portfolio company, or entity formed, used, or designated in connection with the Purpose.
Recipient consents in advance to any such assignment and agrees that any such assignee may enforce this Agreement as if it were an original party.
Recipient shall not assign this Agreement or any rights or obligations under this Agreement without Owo Capital's prior written consent.
11. Exclusions from Confidential Information
Confidential Information does not include information that Recipient can prove by competent written records:
a. was publicly available at the time of disclosure through no breach of this Agreement or other wrongful act;
b. becomes publicly available after disclosure through no breach of this Agreement or other wrongful act by Recipient or its Representatives;
c. was lawfully known to Recipient before disclosure by Owo Capital, without restriction and without use of Owo Capital's Confidential Information;
d. was lawfully received by Recipient from a third party without restriction and without breach of any confidentiality obligation; or
e. was independently developed by Recipient without use of, reference to, or reliance upon Confidential Information.
The exclusions in this Section shall not apply merely because individual components of Confidential Information are publicly known if the combination, compilation, structure, strategy, sequencing, relationships, architecture, analysis, or context of such information is not publicly known.
12. Required Legal Disclosure
If Recipient or any of its Representatives is required by law, regulation, subpoena, court order, governmental request, securities exchange rule, or other legal process to disclose any Confidential Information, Recipient shall, to the extent legally permitted:
a. promptly notify Owo Capital in writing before making such disclosure;
b. provide reasonable cooperation to Owo Capital, at Owo Capital's expense, in seeking a protective order or other appropriate remedy;
c. disclose only the portion of Confidential Information legally required to be disclosed; and
d. use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.
No required disclosure shall relieve Recipient of its obligations with respect to any Confidential Information not required to be disclosed.
13. Return or Destruction of Confidential Information
Upon Owo Capital's request, Recipient shall promptly return or destroy all Confidential Information in Recipient's possession, custody, or control, including all copies, extracts, summaries, notes, analyses, downloads, screenshots, recordings, files, and derivative materials.
Upon request, Recipient shall certify in writing that it has complied with this Section.
Recipient may retain one archival copy solely to the extent required by applicable law, regulation, or bona fide internal record retention policy, provided that such retained copy remains subject to this Agreement and is not used for any purpose other than legal compliance.
14. Access Controls; Website and Data Room Conditions
Recipient agrees that access to any website, portal, data room, document repository, or electronic system containing Confidential Information is personal to Recipient and may not be shared, transferred, sublicensed, or assigned.
Recipient shall not share login credentials, passwords, access links, files, screenshots, downloaded materials, or other access methods with any third party.
Owo Capital may monitor, log, record, watermark, restrict, suspend, revoke, or terminate Recipient's access at any time, with or without notice.
Recipient agrees that Owo Capital may collect and retain access-related information, including Recipient's name, company, title, email address, IP address, device information, browser information, date and time of access, pages viewed, files downloaded, acceptance records, and other audit information for purposes of access control, security, enforcement, and recordkeeping.
15. No Publicity; No Announcements
Recipient shall not issue any press release, public statement, social media post, investor communication, marketing material, announcement, or other communication referencing Owo Capital, MyRX, PillCheck, Jaguar Health, any proposed transaction, any potential relationship, any Confidential Information, or the existence of discussions without Owo Capital's prior written consent.
Recipient shall not use the name, logo, trademark, trade name, likeness, or branding of Owo Capital, MyRX, PillCheck, Jaguar Health, or any related party without prior written consent from the applicable owner.
16. Securities; Public Company Matters
Recipient acknowledges that some Confidential Information may relate to public companies, potential public company transactions, reverse takeover transactions, securities offerings, financings, acquisitions, mergers, or other matters that may be material, non-public, sensitive, or restricted.
Recipient agrees not to trade, recommend trading, tip, disclose, or otherwise misuse any material non-public information or transaction-related information in violation of applicable securities laws.
Recipient further agrees not to use any Confidential Information to purchase, sell, short, hedge, pledge, or otherwise transact in any securities of any company to which the Confidential Information relates, except in full compliance with applicable law.
Nothing in this Agreement authorizes Recipient to receive, use, disclose, or trade on material non-public information.
17. No Obligation to Proceed
Nothing in this Agreement requires Owo Capital or Recipient to proceed with any investment, acquisition, merger, financing, employment, advisory arrangement, consulting arrangement, board appointment, licensing arrangement, commercial relationship, strategic partnership, transaction, or other opportunity.
Owo Capital reserves the right, in its sole discretion, to discontinue discussions, deny access, revoke access, modify materials, pursue other parties, or abandon any opportunity at any time.
18. No Representations or Warranties
All Confidential Information is provided "as is" for evaluation purposes only.
Owo Capital makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, fitness, availability, or future performance of any Confidential Information.
Recipient agrees that it is responsible for conducting its own independent evaluation and due diligence.
No statement, projection, forecast, estimate, model, plan, or forward-looking information shall be deemed a representation, warranty, guarantee, or commitment by Owo Capital.
19. Remedies
Recipient acknowledges that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Owo Capital and related parties, including harm to trade secrets, transaction opportunities, business relationships, intellectual property, financing opportunities, reputation, and competitive position, for which monetary damages may be inadequate.
Accordingly, Owo Capital shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, equitable relief, and any other remedies available at law or in equity, without the necessity of proving actual damages or posting bond to the fullest extent permitted by law.
The remedies in this Agreement are cumulative and not exclusive.
20. Attorneys' Fees and Costs
In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, expert fees, and other reasonable enforcement costs to the fullest extent permitted by law.
21. Term and Survival
This Agreement begins on the Effective Date and continues for five (5) years after Recipient's last receipt of Confidential Information.
Recipient's confidentiality and non-use obligations shall continue for five (5) years after Recipient's last receipt of Confidential Information.
Recipient's obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
The provisions relating to ownership, no license, non-circumvention, no AI training, return or destruction, remedies, attorneys' fees, governing law, venue, assignment, and any other provisions that by their nature should survive shall survive termination or expiration of this Agreement.
22. DTSA Whistleblower Immunity Notice
Notwithstanding anything in this Agreement to the contrary, Recipient is hereby notified that under 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that:
a. is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or
b. is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose trade secret information to the individual's attorney and may use the trade secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
Nothing in this Agreement prohibits Recipient from reporting possible violations of law to any governmental agency or entity, making other disclosures protected under applicable whistleblower laws, or cooperating with any governmental investigation.
23. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
24. Venue and Jurisdiction
Subject to any applicable federal jurisdictional requirements, the Parties agree that any action, claim, dispute, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Harris County, Texas.
Recipient irrevocably consents to the personal jurisdiction of such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
25. Electronic Acceptance; Clickwrap Agreement
Recipient agrees that this Agreement may be accepted electronically.
By clicking "I Agree," checking an acceptance box, typing Recipient's name, signing electronically, accessing the website, entering the portal, downloading materials, viewing Confidential Information, or otherwise indicating assent, Recipient agrees to be legally bound by this Agreement.
Recipient agrees that any electronic signature, electronic acceptance, clickwrap acceptance, digital record, timestamp, IP address record, access log, audit trail, or similar electronic evidence may be used to establish Recipient's acceptance of and agreement to this Agreement.
If Recipient accepts this Agreement on behalf of an entity, Recipient represents and warrants that Recipient has authority to bind such entity to this Agreement. If Recipient does not have such authority, Recipient agrees that Recipient is personally bound by this Agreement.
26. Authority
Recipient represents and warrants that:
a. Recipient has full legal capacity and authority to enter into this Agreement;
b. if Recipient is entering into this Agreement on behalf of an entity, Recipient has full authority to bind that entity;
c. Recipient's entry into and performance of this Agreement does not violate any agreement, obligation, law, regulation, or duty applicable to Recipient; and
d. Recipient shall ensure that its Representatives comply with this Agreement.
27. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent as closely as possible.
28. No Waiver
No failure or delay by Owo Capital in exercising any right, power, or remedy under this Agreement shall operate as a waiver.
No waiver shall be effective unless in writing and signed by Owo Capital.
Any waiver shall apply only to the specific instance for which it is given.
29. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to Recipient's access to and use of Confidential Information and supersedes all prior or contemporaneous understandings, communications, representations, or agreements relating to such subject matter, whether oral or written.
This Agreement does not supersede any separate written agreement between the Parties that expressly states that it supersedes this Agreement.
30. Amendments
This Agreement may be amended only by a written agreement signed or electronically accepted by both Parties.
Owo Capital may require Recipient to accept updated terms as a condition to continued access to any website, portal, data room, document, meeting, or Confidential Information.
31. Counterparts
This Agreement may be executed or accepted in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.
Electronic signatures, digital signatures, typed names, clickwrap acceptance, and electronic records shall have the same legal effect as original signatures to the fullest extent permitted by law.
32. Contact for Notices
Notices to Owo Capital shall be sent to:
Owo Capital LLC Attention: Ugochi Owo, Managing Member Email: ugochiowo@icloud.com Address: 17350 State Hwy 249, Ste 220, Houston, TX 77064, United States
Notices to Recipient shall be sent to the email address or physical address provided by Recipient when accepting this Agreement or accessing the Confidential Information.
Notices shall be deemed given when delivered by email, recognized overnight courier, certified mail, or other commercially reasonable method.
ACCEPTANCE
By accepting this Agreement electronically, Recipient acknowledges that Recipient has read, understands, and agrees to be bound by this Agreement.
DISCLOSING PARTY
Owo Capital LLC
By: Ugochi Owo Title: Managing Member