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This CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into by and between Henry Schein Professional Practice Transitions, a division of Henry Schein Financial Services, LLC (“HSPPT”) and the undersigned (“Receiving Party”).
- General. In connection with the evaluation or pursuit of a potential or existing business transaction regarding practice purchase or sale opportunities (including identities of potential purchasers or sellers), potential associate candidates and/or associateship opportunities, each as may be presented by HSPPT (“Permitted Use”), HSPPT may from time to time disclose to the Receiving Party (either directly or through one or more third parties) certain Confidential Information (as defined below).
- Confidential Information. “Confidential Information” means information of any type or form (whether visual, written, oral, electronic, photographic or otherwise) disclosed in connection with the Permitted Use by HSPPT or one of its affiliates or Representatives (as defined below) or a third party to the Receiving Party or one of its affiliates or Representatives, regardless of whether such information is marked or indicated as being confidential. Confidential Information includes, but is not limited to, all information of a financial, business, marketing, sales, organizational or legal nature.
- Non-disclosure; Non-use. Except as otherwise expressly permitted by this Agreement, the Receiving Party shall not disclose or use any Confidential Information for any purpose other than in connection with the Permitted Use. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its employees, officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors) (collectively, “Representatives”) to whom such disclosure is reasonably necessary in furtherance of the Permitted Use. The Receiving Party shall take all appropriate action to ensure that its Representatives comply with all obligations under this Agreement as if such persons or entities had been parties to this Agreement. The Receiving Party shall not contact any current or past employers, employees or representatives of potential employee candidates without HSPPT’s prior written consent.
- Maintenance of Confidentiality. The Receiving Party shall protect and maintain the secrecy of the Confidential Information of HSPPT using measures at least as protective as those it takes to protect its own confidential information, but in any event using at least commercially reasonable measures.
- No Obligation/Warranty. Nothing in this Agreement shall obligate either party to proceed with any transaction or other business activities between them or to provide or disclose any Confidential Information. All Confidential Information is provided “as is,” and HSPPT makes no representations or warranties of any kind with respect to any Confidential Information. HSPPT shall have no liability to the Receiving Party relating to or resulting from any errors, inaccuracies or omissions in the Confidential Information.
- Return of Materials. All documents and other tangible objects (including electronic media) containing or representing Confidential Information, copies and summaries thereof and reports or other works derived therefrom, shall be and remain the property of HSPPT and shall, at HSPPT’s written request, be promptly returned to HSPPT.
- Term. The obligations hereunder shall continue after closing of any transaction described in the Permitted Use.
- Governing Law. This Agreement shall be governed by the laws of the State of New York without reference to conflict of laws principles.
- Remedies. The Receiving Party acknowledges that HSPPT will not be adequately compensated by money damages in the event of the Receiving Party’s breach of any of the provisions of this Agreement, and that HSPPT, in addition to any other right or available remedy, is entitled to an injunction or other equitable relief restraining such breach or any threatened breach and to specific performance of any provision of this Agreement, without the necessity of posting bond. The Receiving Party shall indemnify and hold HSPPT harmless from all claims, demands, liabilities, losses, costs, damages and expenses arising out of any disclosure or use of the Confidential Information by the Receiving Party.