(Hereinafter "Receiving Party") on the other.
WHEREAS, the Receiving Party desires to obtain certain confidential and proprietary information of dental practices being sold by the Dislosing Party;
WHEREAS, the Disclosing Party is willing to provide such confidential and proprietary information to the Receiving Party for the limited purpose of determining whether a sale is feasible and under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
(1) Definition. "CONFIDENTIAL INFORMATION" as used herein shall include any and all written information provided by the Disclosing Party to the Receiving Party in connection herewith except information which
(a) is or becomes known to the public in general;
(b) is known to the Receiving Party prior to receipt hereunder, as shown by Receiving Party’s written records;
(c) becomes known to Receiving Party through disclosures by a third party entitled to disclose it; and/or
(d) is developed by the Receiving Party independently of any disclosure hereunder.
(2) Acknowledgement. Receiving Party hereby acknowledges the representations of the Disclosing Party that CONFIDENTIAL INFORMATION is proprietary and valuable to the Disclosing Party and its clients and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to the Disclosing Party or its clients.
(3) Obligations of the Receiving Party. In consideration of the disclosure of CONFIDENTIAL INFORMATION, the receiving party agrees to treat CONFIDENTIAL INFORMATION on a confidential and restricted basis and to undertake the following additional obligation with respect thereto;
(a) To use CONFIDENTIAL INFORMATION for the sole purpose of evaluating the purchase of a dental practice.
(b) Not to duplicate, in whole or in part, any CONFIDENTIAL INFORMATION.
(c) Not to disclose CONFIDENTIAL INFORMATION to any entity, individual, corporation, partnership, sole proprietorship, customer or client without the prior express written consent of the Disclosing Party.
(d) To return all CONFIDENTIAL INFORMATION to the Disclosing Party upon request therefore and to destroy any additional notes or records made from such CONFIDENTIAL INFORMATION.
(4) Survival. The restrictions and obligations of Paragraph 3 of this agreement shall survive any expiration, termination or cancellation of this agreement and shall continue to bind the Receiving Party, its successors and assigns.
(5) Governing Law and Enforcement. This agreement shall be constructed and enforced in accordance with the laws of the State of Minnesota. Any action for the enforcement of this agreement shall be venued in the District Court for Hennepin County, in the City of Minneapolis, Minnesota. In the event of any such legal action, should the Disclosing Party prevail, it is agreed that it shall be entitled to its costs, disbursements and attorneys’ fees from the Receiving Party in addition to any order for injunction or damages awarded by the court.
(6) Indemnification. Receiving Party shall indemnify and hold harmless the Disclosing Party and its clients from and against any and all liability, loss or damages (including reasonable attorneys' fees) arising out of Receiving Party’s breach of this agreement.
IN WITNESS WHEREOF, the undersigned has caused this agreement to be executed by its duly authorized representatives.