Dental Clinic Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made effective as of [Month Day, Year], by and between [Your Company Name], located at [Your Company Address] (“Disclosing Party”) and [Receiving Party Name], located at [Receiving Party Address] (“Receiving Party”).
1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information (the “Confidential Information”) to the Receiving Party for the purpose of evaluating or engaging in a potential or ongoing business relationship (the “Purpose”). This Agreement governs the obligations of the Receiving Party regarding the use and disclosure of such Confidential Information.
2. Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” includes, but is not limited to:
Patient data, records, and treatment plans
Financial statements, pricing information, and billing records
Business strategies, marketing plans, and operational methods
Proprietary technology, tools, or processes
Any other information disclosed by the Disclosing Party that is marked as confidential or would reasonably be understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure.
3. Obligations of Receiving Party
The Receiving Party agrees to:
a. Maintain Confidentiality: Keep the Confidential Information confidential and not disclose it to any third parties without the prior written consent of the Disclosing Party.
b. Use Restrictions: Use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.
c. Employee and Agent Obligations: Ensure that any employees, agents, or contractors who have access to the Confidential Information are bound by confidentiality obligations at least as stringent as those contained in this Agreement.
d. Protection of Confidential Information: Take reasonable precautions to protect the confidentiality of the Confidential Information, which shall be no less than the precautions it takes to protect its own confidential information.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
a. Publicly Available: Is or becomes publicly available without breach of this Agreement by the Receiving Party;
b. Independently Developed: Is developed independently by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information;
c. Legally Obtained: Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure; or
d. Required by Law: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates with the Disclosing Party’s efforts to seek a protective order or similar remedy.
5. Ownership of Confidential Information
The Receiving Party acknowledges that all Confidential Information disclosed under this Agreement is and shall remain the exclusive property of the Disclosing Party. No license or other rights to the Confidential Information is granted or implied by this Agreement.
6. Term
This Agreement shall commence on the effective date and shall continue in effect for a period of [number of years] years, unless terminated earlier by either party with thirty (30) days written notice to the other party. The obligations of confidentiality and non-use shall survive termination of this Agreement for a period of [number of years] years.
7. Return of Materials
Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all materials and documents, including any copies thereof, containing or reflecting any Confidential Information.
8. No Waiver
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.
10. Miscellaneous
a. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, both written and oral.
b. Amendments: This Agreement may be amended only by a written instrument signed by both parties.
c. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
d. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11. No License
Nothing in this Agreement shall be construed as granting any license or right to use any of the Confidential Information, except as expressly set forth in this Agreement.
12. Remedies
The Receiving Party acknowledges that any unauthorized disclosure of the Confidential Information could cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. In such event, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other available remedies, to prevent the Receiving Party from disclosing such Confidential Information.
13. Acknowledgment
The Receiving Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The Receiving Party further acknowledges that the Disclosing Party would not disclose its Confidential Information without the Receiving Party's agreement to the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party:
[Dental Clinic Name]
By:
[Your Name]
[Title]
[Month Day, Year]
Receiving Party:
[Receiving Party Name]
By:
[Full Name]
[Title]
[Month Day, Year]
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