Menlo Business Brokerage working in conjunction with Menlo Dental Transitions, LLC and Menlo Group Commercial Real Estate, LLC (“Broker”) permits Purchaser to have access to Broker’s clients (“Seller’s”) customer files, tax returns, appointment books, accounting/office records, personnel files, financial data, operating data, offer memorandum, due diligence, photos and other information necessary to understand Seller’s business (“Seller’s Confidential Information”) so that Purchaser may conduct a due diligence investigation. Visits to the Seller’s office are made by pre-arranged appointment ONLY.

Prospective Buyers shall not directly contact, negotiate with respect to, or discuss with any such seller or employer an offer without the prior written consent of the Broker.

The information regarding business opportunities is proprietary and confidential in nature. The information is being supplied to the individual(s) signed below for the express purpose of evaluating business opportunities for possible purchase and is to be protected from any form of publication or reproduction. Unless otherwise specified in writing, all material shared is to be considered confidential, proprietary and/or trade secrets and shall be kept strictly confidential.

Purchaser may permit Seller, at Purchaser’s option, to have access to Purchaser’s tax returns and other financial information (“Purchaser’s Confidential Information”), to permit Seller to conduct a due diligence investigation with respect to Purchaser’s credit.

Nothing in this agreement requires either party to furnish any information. However the parties expressly agree that any Seller’s Confidential Information or Purchaser’s Confidential Information (together “Confidential Information”) which is furnished or otherwise obtained is confidential. Buyer agrees to share the information with professional advisors and key personnel including spouse only, and agrees to respect the fact that Seller’s desire that the fact that their business is for sale – be kept confidential from the Seller’s staff and clients and the community at large. Neither party shall not copy or in any way reproduce the information without the express written consent of the other party.

The parties will hold Confidential Information confidential, and will not disclose it to any person other than their attorneys, brokers, and accountants. Careless or neglectful handling of this information or material could result in liability for all parties involved.

Each party agrees to indemnify and hold the other harmless against any loss that may be occasioned by a breach, intentional or unintentional, of this Agreement. All parties (including but not limited to Buyer, Seller or any consultant engaged by Seller or Buyer) agree to indemnify Menlo Business Brokerage working in conjunction with Menlo Dental Transitions, LLC and Menlo Group Commercial Real Estate, LLC (“Broker”) and hold it harmless for any actions related to disclosure or dissemination of information, as well as indemnify the Broker from any errors, omissions or misrepresentation associated with information that is provided.

If this Agreement becomes the subject of dispute or litigation to resolve a claim or breach or default in performance or dispute in interpretation, by either party; the party who is determined to be in default or in any way in breach, shall pay the attorneys’ fees, expert witness fee, expenses and costs of the other party. The provision of this paragraph shall be enforceable even in the event when litigation does not actually occur but attorneys are retained in order to resolve a dispute.

I agree to maintain the privacy protections and restrict the use and disclosure of all patient information (verbal, written or electronic) obtained from any medical office only for the purposes of serving the medical office.

I understand that I may not sell, barter, give away or reveal any patient information for personal or business gain or any form of marketing or fundraising.

I will contract with any subcontractors to whom I pass this information to hold all patient information confidential and further disclose it only for the purpose for which it was disclosed to them in the service of the medical office.

I will keep current with the industry standards for security, implement and maintain appropriate safeguards to protect this information and document all disclosures of this information with name, address, and reason disclosed.

I will contact the medical office if I become aware of any situation in which the confidentiality of any patient information is breached within 24 hours of discovery, as well as take corrective action to mitigate the damages.

I will make all records concerning patient information and disclosure available to the medical office and to the US Department of Health and Human Services.

I understand that if there is a breach in my privacy obligations, my services may be terminated.

I agree to return or destroy all patient information and keep no copies after the termination of my affiliation with the medical office.

I understand that the above restrictions are for the duration of my affiliation with the office and survive termination of my affiliation with the office.