7Labs PROJECT PARTICIPANT AGREEMENT
Please kindly read and review the following agreement, agree and sign. Thank you.
Participating in this project and executing the associated agreement provides the participant with invaluable experiential learning opportunities. By engaging in a professional collaboration, the participant gains firsthand experience in navigating legal agreements, understanding intellectual property rights, and adhering to confidentiality obligations—skills essential for future academic and professional endeavors. This process mirrors real-world scenarios where such agreements are foundational to innovation, partnerships, and career development. It also instills a deeper appreciation for the structure and responsibility involved in protecting proprietary information and contributing to impactful projects in a professional setting.
7LABS Peblink Project Participant Agreement and Proprietary Undertaking
BETWEEN:
The undersigned (“Participant”);
AND:
Peblink Inc. (“Facilitator”), a company registered under the laws of Delaware, USA;
AND:
Yaron Eshel on behalf of 7LABS Health, Israel, the external organization or entity on whose behalf the project is being conducted (“Company”).
1. Purpose of the Agreement
The Company and the Participant have agreed that the Participant will take part in a project as generally set forth in Schedule A attached hereto (the “Project”). The Project will be conducted under the guidance and supervision of the Company, the Facilitator, and Yeshiva University.
The Participant acknowledges that:
- They are not an employee of the Company, the Facilitator, or any other entity mentioned in this agreement.
- Participation in the Project is voluntary and does not entitle them to any form of compensation.
2. Definitions
- Confidential Information: Includes all proprietary and non-public information, whether technical, business, or otherwise, disclosed by the Company to the Participant or accessed during the Project. This includes, but is not limited to, trade secrets, business plans, financial data, designs, reports, algorithms, and other information designated as confidential.
- Intellectual Property Rights: Includes all copyrights, patents, trademarks, trade secrets, and other proprietary rights worldwide, whether registered or unregistered.
- Work Products: All materials, inventions, designs, or other deliverables created by the Participant during the Project or using the Company’s resources, Materials, or Confidential Information.
- Participant Background Technology: Intellectual property or skills that pre-existed the Project or were independently developed by the Participant without use of the Company’s Confidential Information or Materials.
3. Confidential Information
3.1 Obligations of Confidentiality
The Participant agrees to:
- Treat all Confidential Information with the utmost care, using at least the same degree of care used to protect their own confidential information.
- Use Confidential Information solely for the purposes of the Project and for the benefit of the Company.
- Not disclose any Confidential Information to third parties without prior written consent from the Company.
- Not disassemble, reverse engineer, or make unauthorized copies of Confidential Information.
3.2 Exceptions
The obligations of confidentiality do not apply to information that:
- Becomes public through no breach of this Agreement.
- Was known to the Participant prior to disclosure by the Company, as evidenced by written records.
- Is lawfully obtained from a third party without restrictions on disclosure.
3.3 Return of Confidential Information
Upon the Company’s request or the termination of this Agreement, the Participant must return or destroy all Confidential Information and materials embodying such information.
4. Ownership Rights
4.1 Ownership of Materials and Work Products
- All Work Products created during the Project, including notes, designs, inventions (whether patentable or not), and other intellectual property, shall be the sole property of the Company.
- Work Products are deemed “work made for hire.” To the extent they are not, the Participant assigns all rights to the Company.
4.2 Waivers
- The Participant waives any claim to royalties or compensation for Work Products, including rights under Section 134 of the Patents Law of 1967.
- The Participant agrees not to bring any claims regarding Work Products before the Committee for Compensation and Royalties.
4.3 Moral Rights
To the extent permitted by law, the Participant waives all moral rights to the Work Products and consents to any action by the Company that may otherwise infringe such rights.
4.4 Participant Background Technology
- Intellectual property pre-existing the Project or independently developed by the Participant shall remain the Participant’s property.
- If such technology is necessary for the use of the Work Products, the Participant grants the Company a perpetual, royalty-free license to use it.
5. No Compete
- The Participant agrees not to engage in any competing business, directly or indirectly, during the Project and for 12 months thereafter, without prior written consent from the Company.
- This includes consulting, employment, or other participation in projects with competitors.
6. Compliance with Laws and Policies
- The Participant agrees to:
- Adhere to all applicable laws and regulations during the Project.
- Follow all policies and guidelines provided by the Company and Facilitator.
7. No Liability
- The Facilitator’s role is limited to connecting the Participant and the Company and providing logistical and educational support.
- The Participant releases the Company and Facilitator from any claims, liabilities, or damages arising from their participation in the Project.
8. Termination
- This Agreement may be terminated by the Company at any time upon written notice if the Participant breaches its terms or fails to meet Project requirements.
- Termination does not affect the Company’s rights to Confidential Information, Work Products, or other provisions outlined in this Agreement.
9. Injunctive Relief
The Participant acknowledges that a breach of confidentiality or intellectual property obligations may cause irreparable harm to the Company. The Company shall be entitled to seek injunctive relief without the need to post a bond.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Israel.
11. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements related to the Project.
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SCHEDULE A
BRAND DEVELOPMENT AND MARKET PENETRATION FOR CHRONIC ILLNESS MANAGEMENT TOOL
1. Project Objective
The primary goal is to develop a strong brand identity and create a strategic plan for market penetration in the United States for the Chronic Illness Management Tool, which focuses on non-invasive chronic stress and hormonal health tracking using hair analysis. The brand will be based on scientific credibility, innovation, and wellness, targeting healthcare providers, wellness centers, and corporate wellness programs. This will involve conducting statistical research on chronic stress prevalence, identifying design partners for clinical trials, and building relationships with potential partners for future growth.
2. Key Activities and Deliverables
A. Statistical Research on Chronic Stress Illness in the US
Objective:
Establish the market need by researching chronic stress prevalence and its impacts on health and productivity. The research should highlight the economic and social implications of chronic stress, PTSD, and related health issues.
Tasks:
Collect and analyze data on chronic stress prevalence in the US.
Identify demographics most affected by stress-related conditions.
Analyze economic costs associated with chronic stress (e.g., healthcare costs, lost productivity).
Summarize key findings in a report to support the product’s market need.
Deliverables:
- A detailed report on chronic stress statistics, identifying key market segments and providing evidence to support the value proposition of the tool.
- Visual aids (charts, graphs, infographics) that communicate the data clearly.
B. Identification of Design Partners for Trials
Objective:
Collaborate with academic institutions, healthcare providers, or wellness centers to conduct user trials, which will help validate the tool’s effectiveness.
Tasks:
Research potential academic or healthcare institutions that focus on chronic stress, PTSD, or related health issues.
Reach out to potential design partners, starting with an introductory email or proposal.
Secure partnerships for clinical trials to ensure diverse participation and robust validation of the tool.
Deliverables:
- A list of potential design partners with contact information and background research.
- Draft proposals or partnership emails for outreach.
- Secure at least 2-3 design partners willing to participate in initial trials.
C. Brand Development Strategy
Objective: Create a cohesive and recognizable brand identity that resonates with healthcare providers, wellness centers, and corporate wellness programs.
Tasks:
Conduct competitive analysis to understand existing brands in the wellness and diagnostic tools sector.
Develop the brand’s core identity (mission, vision, values) based on the insights gained from the research and market positioning.
Design brand elements such as the logo, color palette, and visual style.
Develop key brand messaging that communicates the tool’s unique benefits and the scientific rigor behind it.
Deliverables:
- A brand identity guide including logos, color schemes, typography, and brand messaging.
- Competitive analysis report, identifying gaps and opportunities in the market.
D. Execution Plan for Partner Outreach
Objective:
Build a plan to approach potential partners for market penetration, including healthcare providers, wellness centers, and corporate wellness programs.
Tasks:
- Identify key industry events, conferences, or networks where potential partners can be engaged.
- Create a pitch deck for introducing the tool to potential partners.
- Develop a partnership engagement strategy, including follow-up and relationship management processes.
Deliverables:
- A list of target partners and industry events for outreach.
- A professional pitch deck tailored for healthcare providers, wellness centers, and corporations.
- An outreach plan with timelines, partner engagement strategies, and expected outcomes.
3. Timeline
November 2024: Complete statistical research on chronic stress and identify key demographics.
December 2024: Finalize the identification and outreach to potential design partners for clinical trials.
January 2025: Develop brand identity, including logos, messaging, and initial visual materials.
February 2025: Finalize the execution plan for outreach to potential partners and create the pitch deck.
4. Roles and Responsibilities
Research Team: Focus on collecting and analyzing data on chronic stress prevalence and economic impact.
Design Partner Outreach Team: Responsible for identifying and reaching out to potential trial partners.
Branding Team: Develop the visual identity and brand messaging for the tool.
Business Development Team: Build the plan for approaching potential partners and executing outreach strategies.
5. Resources Needed
Access to research databases for statistical data on chronic stress in the US.
Marketing and branding tools (e.g., Canva, Figma, or Adobe) for brand development.
Access to industry events and networks for potential partner outreach.
Collaboration with academic or healthcare institutions for clinical trials.
6. Success Metrics
Completion of Statistical Research:
A comprehensive report detailing the chronic stress market size and identifying the key demographics.
Partnerships Secured:
At least 2-3 design partners for clinical trials.
Brand Identity Development:
A complete brand identity guide with logos, messaging, and visual elements.
Partnership Engagement:
A finalized execution plan with target partners and timelines, with at least 5-10 key potential partners identified for outreach.