Potential Purchaser

Menlo Dental Transitions, LLC (“Broker”) permits Purchaser to have access to Broker’s clients (“Seller’s”) patient files, tax returns, appointment books, accounting/office records, personnel files, financial data, operating data, and other information necessary to understand Seller’s practice (“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.

This Agreement shall apply to any and all confidential information disclosed to Buyer by Broker regarding one or more business opportunities (“Listings”) presented by Broker, whether now or in the future, unless otherwise agreed in writing, or unless Menlo, at the request of a Seller or otherwise, provides written notice that a separate NDA is required for a specific opportunity. Each time the Broker presents a new business opportunity, such presentation shall be deemed incorporated into this Agreement as if fully set forth herein.

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 Menlo Dental Transitions, LLC.

The information regarding practice opportunities is proprietary and confidential in nature.  The information is being supplied to the party signed below for the express purpose of evaluating practice 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 consolidated financial statements, tax returns and other relevant financial information (“Purchaser’s Confidential Information”), to allow Seller to conduct a due diligence investigation with respect to Purchaser’s financial stability and creditworthiness.

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 necessary parties within their company only, and agrees to respect the fact that Seller’s desire that the fact that their practice is for sale – be kept confidential from the Seller’s staff and patients and the dental 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, accountants, and authorized representatives, including employees, officers, and directors, only as necessary for the transaction.  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 Dental Transitions, LLC and hold it harmless for any actions related to disclosure or dissemination of information, as well as indemnify Menlo Dental Transitions 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.

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

We understand that we may not sell, barter, give away or reveal any patient information for personal or business gain or any form of marketing or fund raising.

We will contract with any subcontractors to whom we 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 this dental office.

We 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.

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

We will make all records concerning patient information and disclosure available to the dental office and to the US Department of Health and Human Service.

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

We agree to return or destroy all patient information and keep no copies after the termination of our affiliation with this dental office.

We understand that the above restrictions are for the duration of our affiliation with this office and survive termination of our affiliation with this office.