Two Point Conversions Inc, an Illinois corporation, is granting access to the following information. In exchange for this access, the User agrees that the information contained herein is confidential and will not disclose its contents based on the provisions of the nondisclosure agreement as provided here (this can be a link). Two Point Conversions Inc, an Illinois corporation (Two Point), is granting access to the following information. The person to whom access is granted (“User”) agrees to the provisions herein. If access is given to a business entity, the User warrants that the User has the authority as an agent of said business and has the authority to commit to the terms of this agreement. In exchange for this access, the User agrees that the information contained herein is confidential and will not disclose its contents based on the provisions of the nondisclosure agreement (“Agreement”) as provided here:
“Confidential information” shall be defined as all information that the User can access based on the access provided by Two Point. This includes but is not limited to all information and materials, trade secrets, designs, images, video, analysis, research, processes, computer programs, beta versions, algorithms, methods, ideas, “know-how,” and other items that are or could be subject to copyright, patents, or would normally be considered intellectual property.
The User agrees to hold in confidence in trust and to maintain as confidential all Confidential Information. The User agrees (a) not to use any Confidential Information or any information derived therefrom for its purposes, and (b) not to disclose any Confidential Information or any information derived therefrom to any person or entity except to employees or consultants (provided they are bound by the terms of this Agreement) necessary for the analysis, creation, or maintenance of this Agreement or the performance of the Services under the terms agreed to in writing by the parties. User agrees to take all necessary precautions and actions, including, without limitation, those precautions it employs with respect to its own Confidential Information, to avoid the unauthorized disclosure or use of Two Point’s Confidential Information.
The provisions of the preceding paragraph shall not apply to any information (a) which is or becomes known generally within the relevant industry (except as a result of a breach by the User); or (b) which the User can establish and document by competent proof was in the possession of or known to such party prior to its receipt from the other; or (c) which is rightfully disclosed to the User by another person or entity not in violation of the proprietary or other rights of Two Point.
The User hereby consents to and acknowledges that in the event of any breach or threatened breach of this Agreement by User, Two Point shall have, in addition to any and all other legal rights and remedies, the right to seek injunctive relief. The User expressly acknowledges that such a breach would cause irreparable injury, and the award of monetary damages would be wholly inadequate.
The User understands and acknowledges that Two Point is not making any representation or warranty, express or implied, as to the accuracy or completeness of Two Point’s Confidential Information, and that Two Point, nor any of its respective officers, directors, employees, stockholders, owners, affiliates, or agents shall have any liability to the User or to any other person resulting from the use of the Confidential Information.
Both parties hereby agree that neither party shall be under any legal obligation of any kind whatsoever with respect to a transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that each party herein reserves the right, in their sole and absolute discretion, to reject any and all other proposals with respect to any transaction at any time. This Agreement does not create or constitute a joint venture or partnership between the parties. This Agreement, by itself, does not constitute a contract for the sale of services, nor does it constitute an agreement to limit either party’s rights to engage in any form of commerce except to the extent that it violates the specific provisions in this document. In the event that a transaction should go forward and there are no confidentiality provisions or stipulations in a contract executed between the parties, then this Agreement shall be the controlling instrument.
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Two Point’s proprietary ACERT™ software is the industry leading pharmacy archive with installations in major chains, health systems, and single store independents across North America. Data archiving allows pharmacies the ability to lighten their backlog of data migrated to their new system, while maintaining regulatory compliance by storing as many as ten years or more of back data, documents, and images in order to fulfill any audit or state board requirements.
ACERT™ for pharmacy provides pharmacies with: