Client does hereby release and forever discharge ERx mentors, agents, officers, directors, consultants, advisors, affiliates, employees, assigns, administrators, controlling persons and personal representatives from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, claims, and demands whatsoever in law or equity, which ERx ever had or now has.

ERx Mentors, agents, officers, directors, consultants, advisors, affiliates, employees, assigns, administrators, controlling persons and personal representatives cannot be held liable for the implementation of any techniques, methodologies, purchases, systems or the actions taken by Client as a result of ERx interactions, mentorship or advice. It is understood that Client is responsible for the evaluation of any and all said advice and must properly evaluate all undertakings by performing proper and thorough due diligence, subsequently assuming all responsibility for all decisions and implementation of said advice, independent of ERx.

”Confidential Information” means nonpublic information that disclosing party (“Disclosing Party”) designates as being confidential or which, under the circumstances surrounding disclosure the receiving party (“Receiving Party”) should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to release or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party without access to the Disclosing Party’s information. 

Receiving Party shall not use or disclose any Confidential Information, except as provided for by this Agreement or in accordance with judicial or other governmental order. Receiving Party shall safeguard the Confidential Information with no less care than the Receiving Party takes to protect its own confidential information. Receiving Party agrees to segregate all such confidential Information from the confidential information of others in order to prevent commingling. Receiving Party may disclose Confidential Information only to Receiving Party’s employees or consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with such employees and consultants sufficient to require them to comply with this Agreement’s provisions. Receiving party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. The Receiving Party may use the Confidential Information only for the purpose of evaluating entering into a particular transaction or agreement that the parties are currently discussing. 

Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Receiving Party and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.

Receiving Party shall notify Disclosing Party Upon the request of Disclosing Party, Client shall return all originals, copies, reproductions and summaries of Confidential Information at Receiving Party request, or at Client’s option, certify destruction of the same. 

Client acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) and may be deemed proper by a court. 

ERx may visit Clients’ premises, with reasonable prior notice and during normal business hours, to review Receiving Party’s compliance with the terms of this Agreement.

During the term of this Agreement and for 12 months thereafter, ERx Mentors, agents, officers, directors, consultants, advisors, affiliates, employees. assigns, administrators, controlling persons and personal representatives shall not engage, directly or indirectly, as an employee, officer, manager, partner, manager, consultant, agent, owner or in any other capacity, in any competition with Client or any of its subsidiaries, including any company engaged in this type of business, unless this agreement is formalized with a subsequent agreement to formally contract ERx in such capacity.

During the term of this Agreement and for 12 months thereafter, ERx Mentors, agents, officers, directors, consultants, advisors, affiliates, employees. assigns, administrators, controlling persons and During the term of this Agreement and for 12 months thereafter, ERx Mentors, agents, officers, directors, consultants, advisors, affiliates, employees, assigns, administrators, controlling persons and personal representatives shall not, directly or indirectly, solicit or attempt to solicit any business from any of Clients customers, prospects, employees or contractors.

During the term of this Agreement and for 12 months thereafter, Client will not, directly or indirectly, recruit, solicit, or induce, any ERx Mentors, agents, officers, directors, consultants, advisors, affiliates, employees, assigns, administrators, controlling persons and personal representatives, externally in any manner, without the use of a proper ERx communications channels and the use if an ERX approved contract.

The Parties acknowledge and agree that Client will hold all intellectual property rights in any work product resulting from Mentorship Services including, but not limited to, copyright and trademark rights. ERx agrees not to claim any such ownership in such intellectual property at any time prior to or after the completion and delivery of such work-related to Client.

(a) All Confidential Information is and shall remain the property of Disclosing Party. Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information by disclosing information to Receiving Party. 

(b) If either party provides pre-release software as 

Confidential Information under this Agreement, such pre-release software is provided “as is” without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party’s use of such pre-release software. 

(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

(d) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and controlled by the laws of the State of South Carolina. (e) Subject to the limitations set forth in this Agreement, this Agreement will ensure to the benefit of and be binding upon the parties, their successors and assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior approval. 

This Agreement contains the parties’ entire understanding and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is clearly defined and agreed upon in writing by both parties and in writing, with proper and legal authorizations, and if delivered by certified or registered mail.

This Mentorship Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of New Mexico and subject to the exclusive jurisdiction of the federal and state courts located in New Mexico, USA.

WHEREAS, the Client desires to retain the services of the Consultant to render consulting services with regard to the scope of consulting services according to the terms and conditions herein.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, ERx and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows: