Confidentiality Agreement

CONFIDENTIALTY AGREEMENT

THIS AGREEMENT, made this 30th day of………………..by and between………………….. and …………………...

RECITALS

A. The parties are or anticipate being engaged in discussions regarding the possible acquisition of assets of Parkside Eye Clinic (the “Proposed Acquisition”);

B. In connection therewith, each party may obtain confidential information of the other, including but not limited to, confidential information regarding the parties’ patients, referral sources, financial position, business plans, marketing and employees;

C. The parties each expect to provide to the other and each party expects to receive information for the sole and limited purpose of the Project.

AGREEMENT

NOW, THEREFORE, in consideration of the disclosures to be made and covenants contained herein, the parties agree as follows:

1. Confidentiality. Each of the parties agrees that any information disclosed or transmitted to the other, whether by oral, visual, written or other disclosure, shall be treated by the receiving party as trade secrets and confidential information. Such information shall be used by receiving party solely in connection with the Proposed Acquisition. The receiving party shall not disclose such information to any third party, directly or indirectly, without the prior written consent, in each instance, of the party disclosing such information. Access to all such information shall be limited to those Representatives of the receiving party who need to know such information to perform their tasks related to the Project and have been first advised of the contents of this Agreement. All such Representatives shall agree to observe, and the receiving party shall cause all such Representatives to observe, the terms of this Agreement. The receiving party shall be responsible for the breach of this Agreement by any of the receiving party’s Representatives. “Representative” means, as to any person, such person’s affiliates, and its and their...