MUTUAL NONDISCLOSURE AND manufacturing, customer lists, business forecasts,

CONFIDENTIALITY AGREEMENT sales and merchandising and marketing plans and

other information which may be exchanged by the
Parties.
This MUTUAL NONDISCLOSURE AND
Confidential Information may be communicated in
CONFIDENTIALITY AGREEMENT (this
writing, orally, or electronically.
“Agreement”) is made and entered into as of the 15th
day of February 2017 by and between: (i) Salamat
Fanavaran Apadan- HelTech a company organized 2. Non-Disclosure of Confidential Information
under the laws of Iran having its principal place of
2.1 Each Party (the "Receiving Party") to which
business at #46 Maryam Bld. Shamsabadi St. Isfahan
Confidential Information is disclosed by the other
Iran, 8134745663 (hereinafter referred to as
Party (the "Disclosing Party") shall keep such
"[HELTECH]"); and (ii) VectraCor, Inc.
Confidential Information strictly secret and shall not
(“Company”), a corporation organized under the
disclose it to any person or third party without the
laws of the State of Delaware having its principal
prior written consent of the Disclosing Party. In
place of business 785 Totowa Road, Suite 100,
particular, the Receiving Party agrees:
Totowa, NJ 07512 (each of the above being a
“Party”; and collectively, the “Parties”) with
a) to use such Confidential Information only for
reference to the following:
purposes of assessing and performing the Business
Relationship and to provide such Information only to
Introduction
directors, officers, employees, and advisors of the
Receiving Party that need to know such information;
The Company is a medical technology and
informatics research firm that has developed
b) to ensure that a standard of strict
proprietary art for commercialization.
confidentiality is applied by the Receiving Party's
employees, agents, and sub-contractors so as to
The Parties are discussing the possibility of a
prevent disclosure to third parties, including but not
negotiated business relationship ("Business
limited to taking all steps necessary to assure that its
Relationship"). In this connection, each Party may
employees, agents and sub-contractors adhere to the
obtain access to certain confidential information of
terms of this Agreement (it being understood that any
the other Party. In order to safeguard the Parties'
disclosure by any such persons or parties in
rights with respect to confidential information, the
contravention of this Agreement shall be deemed a
Parties agree as follows:
breach of this Agreement by the Party employing or
retaining such person);
1. Confidential Information
c) to return all Confidential Information to the
"Confidential Information" shall mean
Disclosing Party within 30 days of the written request
information provided by one Party or its agents to the
of the Disclosing Party to that effect and to retain no
other Party or its agents, including in any case any
copies or reproductions thereof; and
and all technical and non-technical information
relating to existing, future, and/or proposed products
d) to certify in writing to the Disclosing Party at
and services of each of the Parties, including but not
its request that the terms of this Agreement have been
limited to expertise, copyright, trade secret,
complied with.
proprietary information, techniques, sketches,
drawings, models, inventions, know-how, processes,
2.2 The Receiving Party shall not directly or
equipment, algorithms, software programs, software
indirectly disclose to any person or entity the fact that
source documents, and formulae. Without limiting
the Confidential Information has been made
the generality of the foregoing, the protection of
available, that discussions or negotiations are taking
Confidential Information shall extend to all
place or have taken place concerning the Business
information concerning solutions, research,
Relationship or any of the terms, conditions, or other
experimental work, developments, design details and
facts with respect to the Business Relationship,
specifications, engineering, financial information,
including the status thereof, nor make any
business models, business plans, investment plans,
announcement of any of the matters referred to above.
procurement requirements, purchasing, logistics,
2.3 Each Party agrees not to initiate, solicit, enter be so disclosed as far in advance of its disclosure as is
into, or engage in, any discussions, correspondence, practicable and shall use its best efforts to provide the
negotiations, agreements, or understandings or Disclosing Party the opportunity to obtain an order or
otherwise have any contact with, any officers or other reliable assurance that confidential treatment
employees of the other Party other than designated will be accorded to such portion of the information
directors, officers, employees, and advisors of such required to be disclosed as the Disclosing Party
Party. designates.

3. Limitations 4. No Express or Implied Warranty

Notwithstanding the foregoing, the Receiving Party The Receiving Party acknowledges that neither the
may disclose Confidential Information, provided such Disclosing Party, nor any of such Disclosing Party's
information: subsidiaries, affiliate companies, or representatives
makes any express or implied representation or
a) was legitimately in the Receiving Party's warranty as to the accuracy or completeness of the
possession or was legitimately known to the Confidential Information and that the Disclosing
Receiving Party prior to receipt from the Disclosing Party expressly disclaims any and all liability that
Party; or may be based on the Confidential Information, errors
therein, or omissions therefrom. In evaluating the
b) is or becomes public knowledge without the Business Relationship, neither Party shall rely on the
fault of the Receiving Party; or accuracy or completeness of the Confidential
Information.
c) is or becomes rightfully available to the
Receiving Party from a party that is not bound by any 5. Term; Termination; Survival
confidentiality undertaking and which is not directly
or indirectly controlled by the Disclosing Party; or This Agreement shall be effective as of the date first
written above and shall remain in full force and effect
d) is developed independently by employees, for the duration of the Business Relationship. Upon
consultants, or contractors of the Receiving Party thirty (30) days prior written notice from one Party to
without use of Confidential Information disclosed the other, this Agreement may be terminated solely
hereunder; or with respect to then undisclosed Confidential
Information. The Parties' respective rights and
e) is required to be disclosed by an order of a obligations hereunder shall survive termination and
court or government agency or in connection with a remain in full force and effect with respect to each
litigation or adjudication by oral questions, portion of Confidential Information disclosed prior to
interrogatories, requests for information, or termination for a period of five (5) years after
documents, subpoena, civil investigative demand, or termination.
similar process; provided that in such case the
Receiving Party will provide the Disclosing Party 6. Proprietary Rights
with prompt notice of such request(s) and the
documents requested thereby so that the Disclosing The Parties explicitly acknowledge that nothing
Party may seek an appropriate protective order and/or contained in this Agreement shall be construed as
waive the Receiving Party’s compliance with the giving to any of the Parties any license or other right
provisions of this Agreement; and provided further to use or otherwise exploit in any manner whatsoever
that if, in the absence of a protective order or the any proprietary rights of the other Party, including but
receipt of a waiver hereunder, the Receiving Party is not limited to any copyrights, patents, trademarks,
nonetheless, in the written opinion of its counsel (who and servicemarks.
shall not be an employee of the Receiving Party),
compelled to disclose information concerning the [HELTECH] agrees that all rights, title, and interest
Disclosing Party to any tribunal or else stand liable in the results and product of any services performed
for contempt or suffer other censure or penalty, the by the Company including, without limitation, all
Receiving Party may disclose such information to software, graphics, documentation, designs,
such tribunal without liability hereunder; provided, programming, algorithms, and prototypes that the
however, that the Receiving Party shall give the Company creates, develops, and/or designs during the
Disclosing Party written notice of the information to course of the Business Relationship (“Work

2
Product”) shall be retained by the Company and IN WITNESS WHEREOF, [HELTECH] and the
shall not be work-made-for-hire. In the event any of Company have caused this MUTUAL
the Work Product is work-made-for-hire, NONDISCLOSURE AND CONFIDENTIALITY
[HELTECH] hereby assigns to the Company AGREEMENT to be executed as of the date first
exclusively all of [HELTECH]’s right, title, and written above:
interest in and to such Work Product and all
proprietary rights relating thereto, including, but not
limited to, all patent rights, trade secret rights, and Salamat Fanavaran Apadan- HelTech:
copyrights, without further payment to the Company
and [HELTECH] shall have no further rights to such
Work Product. [HELTECH] agrees to execute all
documents and to take all steps as are reasonable
required to effect the assignment of these interests to Authorized Signature
the Company and/or to perfect or protect any of these
rights.
Name: Iman Azarbayejani, CEO
Notwithstanding the foregoing provision, neither Phone #: +98-(313)-234-7001
Party shall prevent, or seek to prevent, the other Party Date: _______________________
from continuing to use its own proprietary rights in
the manner in which they were used prior to the date
of this Agreement.

7. Costs and Expenses VectraCor, Inc.:

Each Party shall bear its own costs and expenses
(including legal fees) incurred in connection with the
Business Relationship.
Authorized Signature
8. Remedies
The Parties acknowledge and agree that the Brad S. Schreck
unauthorized disclosure or use of Confidential
President & CEO
Information is likely to give rise to irreparable injury
to the Disclosing Party for which the Disclosing Party
will have no adequate remedy at law. Accordingly, in Date:
the event of an actual or threatened unauthorized
disclosure or use of Confidential Information in
violation hereof, the Disclosing Party shall be entitled
to obtain injunctive relief against the Receiving Party
in addition to all other remedies available to it at law
or in equity.

9. Entire Agreement

This Agreement represents the entire agreement

between the Parties with respect to the subject matter
covered by this Agreement.

10. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of

State of New Jersey without regard to its conflict of
laws rules.