This Confidentiality Agreement (“Agreement”) is made and effective 
by and among Healthcare Capital Advisors (“HCA”) and (“Receiving Party”).
It is understood that HCA, acting as an agent for and on behalf of Project World (“Disclosing Party”), Lisa Richardson will be providing you, the undersigned (“Receiving Party”) with certain confidential information and proprietary information of the Disclosing Party.
The Disclosing Party wishes to disclose certain confidential and proprietary information (“Confidential Information”) to the Receiving Party transmitted by, or maintained in, electronic media or any other form or medium. Confidential Information shall include any and all tangible and intangible information or data (whether written or otherwise recorded or oral) of Disclosing Party that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (b) that the Disclosing Party designates as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s patients, pricing, data, vendors and/or suppliers (including without limitation vendor/supplier lists and pricing), business plans, promotional and marketing activities, finances and other business affairs, (ii) third-party information that Disclosing Party is obligated to keep confidential, (iii) any information described in this paragraph that is received from, belongs to or relates to any affiliate or subsidiary of Disclosing Party, and (iv) any files, memoranda, reports, data, notes, drawings, or other tangible or electronic material containing any information described herein.
Receiving Party hereby agrees that the Confidential Information is to be considered confidential and proprietary to the Disclosing Party and Receiving Party shall hold the same in confidence, shall not use Confidential Information other than for the purposes of its business with the Disclosing Party, and shall disclose Confidential Information only to your officers, directors, employees, or agents that require the Confidential Information to evaluate the potential transaction. In addition, Receiving Party agrees to (i) disclose Confidential Information to as few representatives as practicable to permit Receiving Party to evaluate the Transaction and (ii) limit the disclosure of Confidential Information to executive representatives in the corporate headquarters and not disclose the Confidential Information to representatives who manage or provide health care services in branch offices. Receiving Party agrees that the limitations on the disclosure of Confidential Information set forth in this paragraph will apply until this Agreement is amended in writing to permit disclosure to additional representatives of Receiving Party.
Receiving Party hereby agrees not to be in contact with any directors, officers, employees or affiliates of the Disclosing Party regarding the potential or proposed acquisition, either directly or indirectly, without the prior written consent of the Disclosing Party. Receiving Party and its affiliates, employees, or associates shall be liable and responsible for maintaining the confidentiality of all Confidential Information Received Party obtains access to. Receiving Party further agrees not to disclose to any individual or entity, under any conditions, that Disclosing Party is contemplating the potential transaction.
Receiving Party agrees that without the express written authorization of Disclosing Party, Receiving Party will not use Confidential Information for any purpose except at the direction of Disclosing Party. Receiving Party agrees not to disclose any Confidential Information of Disclosing Party to any person, except to those Representatives of the Receiving Party who are required to have information in order to fulfill the purpose directed by Disclosing Party. As used in this Agreement, “person” shall be interpreted broadly to include, without limitation, any corporation, limited liability company, partnership, trust, group or individual. Receiving Party agrees to be responsible for the improper use or disclosure of the Confidential Information by its respective Representatives.
Receiving Party shall notify HCA immediately upon discovery of any unauthorized disclosure of Confidential Information, use of Confidential Information other than in pursuance of the purpose set forth herein, or any other breach of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by any of its representatives or agents. Receiving Party further acknowledges that:
(a) irreparable injury and damage will result from unauthorized disclosure of Confidential Information and from uses of Confidential Information other than in pursuance of the transaction;
(b) monetary damages may not be sufficient remedy for unauthorized disclosure of Confidential Information; and
(c) Disclosing Party is entitled, without waiving any additional rights or remedies available to it at law, in equity, or by statute, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
Receiving Party agrees that, for a period of twelve (12) months from the Effective Date, neither it nor any of its employees who have had direct access to the Confidential Information or were involved whether directly or indirectly with the evaluation of the Confidential Information will, without the prior written consent of Disclosing Party, solicit for employment or hire (i) any employee of Disclosing Party (ii) any employee of a company related to Disclosing Party by means of common ownership, or (iii) solicit any vendor or contractor of Disclosing Party..
Receiving Party may not assign this Agreement or any interest herein without the Disclosing Party’s express prior written consent.
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.
This Agreement and all controversies arising from or relating to performance under this NDA shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws principles. The parties also hereby irrevocably and unconditionally consent to submit to the jurisdiction of both the courts of the State of Delaware and of the United States of America located in the State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and agree not to commence any action, suit or proceeding relating thereto except in such courts. If Disclosing Party brings any legal action or other proceeding for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, and Disclosing Party prevails in that action or proceeding, Receiving Party shall pay Disclosing Party for its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
HCA is acting as the agent for the Seller, and its fee will be paid by the Seller. All Confidential Information provided by Disclosing Party under this Agreement is provided “AS-IS.”. The Disclosing Party makes no warranties (express, implied, or otherwise) as to the accuracy, completeness or otherwise of that Confidential Information.
Upon request, Receiving Party agrees that it shall promptly, and in no event no later than thirty (30) days after receipt of written request, return or destroy any documents containing Confidential Information (including all copies). Receiving Party shall provide a written certificate to the Disclosing Party regarding destruction within thirty (30) days thereafter.
This Agreement shall remain in effect for a period of two (2) years after the Disclosing Party’s disclosure of its Confidential Information obligations of the Receiving Party herein shall be effective immediately from the date the Disclosing Party discloses any Confidential Information to Receiving Party. Further, the obligation not to disclose shall not be affected by the bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Receiving Party, nor by the rejection of any agreement between the Disclosing Party and Receiving Party, by a trustee of Receiving Party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing under applicable law.