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MUTUAL CONFIDENTIALITY, NON-DISCLOSURE, AND NON-CIRCUMVENTION AGREEMENT
Consent
This Agreement (“Agreement”) is entered into as of the date of last signature below by and among:
Ace Practice Sales LLC (“Broker”),
Prospective Purchaser/Buyer (“Purchaser”), and
the practice owner(s) introduced by Broker (“Seller”).
Each is a “Party,” collectively the “Parties.”
1. Transaction Purpose
Broker permits Purchaser to access Seller’s patient files, tax returns, appointment books, accounting and office records, personnel files, financial data, operating data, and other information necessary to evaluate Seller’s practice (collectively, “Seller’s Confidential Information”) solely for conducting due diligence in connection with a potential acquisition transaction (the “Transaction”).
Visits to Seller’s office are by pre-arranged appointment ONLY.
This Agreement applies to all Listings presented by Broker, now or in the future, unless Broker issues written notice requiring a separate NDA. Each Listing presentation is incorporated herein.
2. Non-Circumvention / Deal Protection
Purchaser shall not, directly or indirectly:
Contact, solicit, negotiate with, or enter discussions with Seller, Seller’s employees, contractors, landlords, vendors, referral sources, or patients.
Attempt to structure any transaction outside Broker
without Broker’s prior written consent.
This restriction survives 24 months from last disclosure.
3. Definition of Confidential Information
“Confidential Information” includes, without limitation:
Seller’s Confidential Information
Purchaser’s tax returns, financials, funding sources, and credit information (“Purchaser’s Confidential Information”)
Deal terms, pricing, valuation methods, projections, analyses
Data room materials, memoranda, financial models
Trade secrets, proprietary processes, goodwill, patient records
The fact that the practice is for sale
Derivative materials (notes, analyses, summaries)
All materials shared are confidential, proprietary, and/or trade secrets unless explicitly stated otherwise.
Nothing obligates a Party to provide information, but any provided information becomes Confidential Information.
4. Standard of Care & Use Restrictions
Confidential Information shall:
Be used solely to evaluate the Transaction
Be protected using commercially reasonable security measures, including cybersecurity safeguards consistent with industry M&A practices
Not be copied, reverse engineered, or reproduced except as necessary for evaluation
5. Permitted Disclosures
Purchaser may disclose Confidential Information only to:
Attorneys
Accountants
Investment bankers
Financing sources
Professional advisors
Spouse (as originally stated)
All recipients must be bound by written confidentiality obligations no less protective.
Purchaser remains fully liable for any breach by its representatives.
6. Data Privacy, Healthcare, and Regulatory Compliance
Where Confidential Information includes Protected Health Information (PHI), the Parties shall comply with HIPAA, HITECH, and applicable privacy laws. PHI shall be de-identified where feasible during diligence.
Purchaser shall implement administrative, physical, and technical safeguards meeting industry standards.
7. Exclusions
Confidential Information excludes information that:
Is public without breach
Was known without restriction
Is lawfully received from a third party
Is independently developed
Burden of proof lies with the receiving Party.
8. Legally Required Disclosure
Receiving Party must provide prompt written notice (if legally allowed) and cooperate in seeking protective orders.
9. Return/Destruction
Upon request or termination of discussions, all Confidential Information and derivatives shall be returned or destroyed within 10 business days, with written certification.
10. No Representations; Reliance
Information is provided “AS IS.” Seller and Broker disclaim all representations except as expressly set forth in definitive transaction documents. Purchaser bears responsibility for independent verification.
11. No Obligation to Close
No Party is obligated to proceed unless definitive agreements are executed.
12. Non-Solicitation
For 24 months, Purchaser shall not solicit or hire Seller’s employees or independent contractors introduced through the diligence process.
13. Indemnification
Each Party indemnifies the other for losses arising from breach, intentional or negligent.
All Parties indemnify Broker against:
Disclosure or misuse of information
Errors, omissions, or misrepresentations in provided data
14. Equitable Remedies
Unauthorized disclosure would cause irreparable harm. Non-breaching Parties are entitled to injunctive relief, specific performance, and equitable remedies without bond.
15. Attorney’s Fees
In any dispute, the breaching Party shall pay attorneys’ fees, expert fees, costs, and expenses — including pre-litigation enforcement.
16. Term & Survival
Confidentiality obligations survive 5 years; trade secret protection survives indefinitely.
Non-circumvention and non-solicitation survive 24 months.
17. Governing Law; Venue
Governed by the laws of Texas. Exclusive venue: Travis County, Texas.
18. Assignment
No assignment without written consent, except to affiliates, lenders, or acquirers in a change-of-control transaction.
19. Entire Agreement; Amendments
This Agreement supersedes prior understandings and may only be amended in writing.
20. Severability
Invalid provisions are modified to be enforceable; remainder sees full effect.
21. Counterparts; Electronic Execution
Permitted and binding.
Please Sign Your Name:
Date:
Broker: Ace Practice Sales LLC
Date: _____________
HIPPA Business Associate Agreement
Consent
I 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.
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 fund raising.
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 this dental 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 this dental office if I 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.
I will make all records concerning patient information and disclosure available to the dental office and to the US Department of Health and Human Service.
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 this dental office.
I understand that the above restrictions are for the duration of my affiliation with this office and survive termination of my affiliation with this office.
Please Sign Your Name:
By entering your name you are electronically signing this document agreeing to the Confidentiality and HIPAA Agreements.
Date:
Broker: Ace Practice Sales LLC
Date: _____________
