Non Disclosure Agreement

This Non-Disclosure and Acknowledgment Agreement made between CTC Associates (“CTC”) and the undersigned. This Agreement may be signed electronically with our Buyers Application Form.

WHEREAS, CTC is a consulting firm engaged in the business of assisting health-care professionals in purchasing and selling practices and arranging for associateships, partnerships, and other practice transition related programs; and

WHEREAS, the Undersigned, in order to evaluate current and future practice acquisition, associate, and partnership opportunities, must be informed of certain confidential information.

NOW, THEREFORE, the Undersigned agrees not to disclose the name or circumstances of any parties introduced to the Undersigned by CTC. The Undersigned agrees that all information provided by CTC and/or any client of CTC, is confidential and agrees not to disclose to anyone, other than its Representatives, or make copies of any of the information, ideas, procedures, tax returns, practice opportunities, programs, concepts, contracts and/or other data conveyed and entrusted to the Undersigned (collectively called the “Information”) without prior written consent of CTC.

Information will not include, and nothing in this Agreement prohibits or limits Undersigned’s use of, information (including, but not limited to, intangible ideas, concepts, know-how, techniques and methodologies) (a) previously known to the Undersigned, before it was received from CTC and/or any client of CTC, (b) independently developed by the Undersigned without use of the Information of CTC and/or any client of CTC, (c) acquired by the Undersigned from a third party who was not, to the Undersigned’s knowledge, under an obligation to CTC and/or any client of CTC not to disclose such information, or (d) that is or becomes publicly available through no breach of this Agreement by the Undersigned.

In the event the Undersigned or its officers, directors, owners, managers, employees, independent contractors, or agents wish to disclose any such Information with an accountant, attorney, business consultant or other advisor chosen and retained by the Undersigned (collectively, “Representative”), the Undersigned shall notify such Representatives of the existence and terms of this Non-Disclosure Agreement, inform them they are bound by the same terms in their capacity as an advisor and agent for the Undersigned, and confirm their agreement to be bound by these terms in writing.  Undersigned shall indemnify and hold harmless CTC from and against all costs and expenses (including attorney’s fees and other charges) incurred by CTC in enforcing and preserving CTC’s rights under this Agreement against Undersigned and its Representatives.

In the event that the Undersigned is required (by law, regulations, subpoena, civil investigative demand or other process or compulsion) to disclose any Information to a governmental authority, the Undersigned agrees to provide CTC with prompt written notice of any such request or requirement so that CTC may seek an appropriate order or waive the Undersigned’s compliance with the provisions of this Agreement.  If, failing the entry of a protective order or the receipt of a waiver hereunder, the Undersigned is compelled to disclose any Information, then the Undersigned may disclose that portion of such Information that the Undersigned is compelled to disclose.  In any event, the Undersigned will not oppose any action by CTC to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to the Information, and the Undersigned will reasonably cooperate with CTC, at CTC’s sole cost and expense, in seeking such protective order or other assurance.

The Undersigned will return or destroy (at CTC’s option) all Information (including copies) the Undersigned received or made under this Agreement when the purpose for disclosing the Information is completed, or at any time upon request by CTC. 

The Undersigned agrees to comply with all restrictions, rules and regulations of the Health Insurance Portability and Accountability Act of 1996 relating to the confidentiality of patient information.

In the event that Undersigned or its assigns signs a letter of intent, to purchase a practice listed by CTC or enter into any partnership or associateship, the Undersigned authorizes CTC to investigate and/or discuss the Undersigned’s history, including financial resources, and Undersigned’s objectives with CTC clients. Furthermore, the Undersigned authorizes CTC to discuss any transactions that the Undersigned intends to enter into with the Undersigned’s accountants, attorneys, and other advisors.

CTC is not a law firm or accounting firm. Any agreement that the Undersigned enters into will have complex tax, accounting, and legal issues. We recommend that the Undersigned seek advice in those areas. The Undersigned disclaims any liability against CTC in those areas.

The Undersigned will not contact any potential seller or practice, or any principal thereof, introduced by CTC, its principals or staff without the written approval of CTC.  Furthermore, the Undersigned will not attempt to visit seller or practice office without prior consent of the seller, practice, and/or arrangements being made with CTC.

The respective Undersigned involved in this Agreement, agrees not to circumvent CTC. The Undersigned agrees that they will not make any contact, directly or indirectly, written, oral, electronic or by any medium of contact whatsoever, with any Sources without the express written consent of CTC or Seller. Undersigned agrees not to enter into any agreement with a Seller or Landlord of an opportunity that was introduced by CTC within twenty-four (24) months of the date below without the assistance of CTC and approval from the Seller of the practice and/or assets.

The term of this Agreement shall commence as of the date hereof and shall remain in effect for a period of five (5) years, unless earlier terminated at the election of either party at any time by written notice to the other party; provided, however, that with respect to Information that constitutes a trade secret under applicable law, such obligations will remain in effect for so long as such Information retains its trade secret status.

CTC is not making any representation or warranty to the Undersigned as to the accuracy or completeness of the Information or its sufficiency or fitness for any purpose.  This Agreement shall not be construed as granting or conferring any rights to Undersigned by license or otherwise, expressly or implicitly, to the Information, or any invention, discovery or  improvement related to the Information, made, conceived or acquired prior to or after the date of this Agreement including, but not limited to, "derivative works" (as such term is defined in  Section 101 of the United States Copyright  Act of 1976, as  amended, and as construed under applicable case law) thereof and CTC and/or any client of CTC (as applicable) shall retain all of its proprietary rights (including, but not limited to, patents, copyrights and trade secrets) with respect thereto.  Nothing contained in this Agreement shall constitute a commitment by any party to enter into any transaction or any other legal relationship, other than as specifically provided herein.

The Undersigned recognizes that, if it fails to perform, observe or discharge any of its obligations under this Agreement, no remedy at law shall provide adequate relief to CTC. In such case, CTC shall be entitled to obtain specific performance of this Agreement and shall be entitled to temporary and permanent injunctive relief, without the necessity of showing irreparable harm or posting bond, at any time when the Undersigned or its Representatives fail to comply with any of the provisions of this Agreement applicable to it.  To the extent permitted by applicable law, the Undersigned hereby irrevocably waives any defense that it might have based on the adequacy of a remedy at law, which might be asserted as a bar to the specific performance of this Agreement or injunctive relief.

This Agreement may be executed by the parties in any number of separate counterparts, and all such counterparts, or facsimile or electronic copies thereof, shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatories to the same counterpart.

This Agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to choice of law or conflict of laws rules.

The Undersigned has provided its background information to CTC and states that all information provided is factual and has not misled CTC in any manner. To the extent the Undersigned has misrepresented any information, it agrees to indemnify CTC. The undersigned party has executed this Agreement on the day and year submitted within an electronically signed Buyers Application Form.