(“Prospective Buyer”), who is contemplating purchasing a dental practice (the “Practice”) through The Knutzen-McVay Group. Before Prospective Buyer makes a formal offer to purchase the Practice, Prospective Buyer desires an opportunity to review certain records and information pertaining to the Practice. Seller is willing to allow Prospective Buyer to review such records and information; provided, however, Prospective Buyer agrees not to disclose or use such records and information, except as provided herein.
In consideration of the promises, covenants and conditions herein contained, the Prospective Buyer agrees as follows:
1. Nondisclosure. Prospective Buyer hereby acknowledges that he/she has been or will be provided confidential and proprietary information relating to the business and operations of the Practice, including but not limited to, Seller’s trade secrets, Seller’s patient list, the account and financial records for the Practice, marketing strategies, pricing practices, materials, programs and methodologies developed by Seller in connection with the Practice, which are not generally known in the community, or part of the public domain (collectively “Proprietary Information”). Except as otherwise provided herein, Prospective Buyer hereby agrees that he/she shall not at any time, in any matter, either directly or indirectly: (i) disclose, divulge or communicate to any person, firm or corporation, in any manner whatsoever, any Proprietary Information; and (ii) use the Proprietary Information.
2. Authorized Use of Proprietary Information. Notwithstanding any provision of this Agreement to the contrary, Prospective Buyer shall be entitled to use the Proprietary Information for the sole purpose of deciding whether or not to purchase the Practice from Seller. In connection with such purpose, Prospective Buyer shall be entitled to disclose to his/her legal counsel and tax adviser only on an “as needed basis” that portion of the Proprietary Information required by such counsel or adviser to assist Prospective Buyer in making his decision; provided, however, Prospective Buyer first provides Seller a written agreement from such counsel and adviser that each one agrees to be bound to the terms of the agreement.
3. Return of Proprietary Information. Prospective Buyer hereby agrees at Prospective Buyer’s sole expense to return or cause to be returned the Proprietary Information and all copies thereof to Seller immediately upon Seller’s request for such return, or immediately upon Prospective Buyer’s decision not to purchase the Practice, whichever occurs first.
4. Enforcement. In the event Prospective Buyer shall breach this Agreement, or in the event a breach by Prospective appears to be an imminent possibility, Seller shall be entitled to all legal and equitable remedies afforded him as a result of the breach, including the right to seek an injunction to
stop such breach. Seller shall also be entitled to recover from Prospective Buyer all reasonable attorney’s fees and other costs incurred by Seller in seeking any such remedy.
5. Binding Effect. This Agreement shall be binding upon the parties hereto and upon their respective marital community, if applicable, and their respective executors, administrators, legal representatives, successors and assigns.
6. Applicable Law and Severability. This Agreement shall be governed for all purposes by the laws of the State of Washington. If any provision of this Agreement is declared void, or otherwise unenforceable, that provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.
7. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile, and all counterparts shall be deemed to constitute a single agreement. The execution of one counterpart by any party shall have the same force and effect as if that party had signed all other counterparts.
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