P3 Ortho Non-Disclosure Agreement

P3 Ortho Non-Disclosure Agreement

This Nondisclosure Agreement (the "Agreement") is entered into by and between the undersigned Member Orthodontist and P3 Ortho LLC (P3 Ortho) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information.

   1. For purposes of this Agreement, "Confidential Information" shall include any and all information, documents and material, whether electronic, oral or written, disclosed by any Member to P3 Ortho and disclosed by P3 Ortho to Members. This includes Facebook and other social media group posts.

   2. This Confidential Information includes employees names, treatment procedures, billing practices, operating procedures or any other information deemed to be unique to the professional practice of a Member Orthodontist.

   3. This Confidential Information includes all information or material that has or could have commercial value or other utility in the business in which P3 Ortho is engaged. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the P3 Ortho. By way of example, Confidential Information includes but is not limited to:

      1. Discounts on supplies and services offered to P3 Ortho members

      2. Investment opportunities

      3. Any information related to the business operations and strategies of P3 Ortho

2. Exclusions from Confidential Information.

   1. Member’s obligations under this Agreement do not extend to information that is:

      1. publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Member; or

      2. disclosed by Member Orthodontist with P3 Ortho's prior written approval.

3. Obligations of Member Orthodontist and P3 Ortho.

   1. Member and P3 Ortho shall hold and maintain the Confidential Information in strictest confidence, and shall not at any time or in any manner, directly or indirectly, disclose to any third party or non-Member Orthodontist without the prior written consent of the other party, any of such Confidential Information or any physical embodiment thereof. Member understands that disclosure of any Confidential Information to any unauthorized party could negatively affect the operations, business conduct, and partnerships of P3 Ortho, and any, or all, of its Member Orthodontists.

   2. Member understands and agrees that all Confidential Information and all physical embodiments thereof are, and will remain, the sole and exclusive property of the party providing the Confidential Information, and access to and use of such Confidential Information shall in no way be construed as a license or transfer of such Confidential Information to Member.

      1. Under no means shall the disclosure of Confidential Information be deemed to act as a license or transfer of such Confidential Information for the benefit of another Member Orthodontist.

4. Time Periods.

   1. The initial term of this Agreement shall be for a period of one (1) year from the execution of this agreement.

   2. During the term of this Agreement, as defined in Paragraph 4 (a), the recipient of Confidential Information agrees that they will not at any time disclose to any person any Confidential Information without the prior express written consent of the other party.

   3. Breach of confidentiality will result in the immediate and permanent annulment of membership. Divulging party shall be responsible for legal fees and costs of members that arise out of confidential information that is disclosed and to protect any intellectual property or proprietary information discussed between members.

5. Relationships

   1. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

6. Severability.

   1. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

7. Integration.

   1. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver

   1. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. Amendments

   1. This Agreement may not be amended, modified or waived, in whole or in part, except by a separate writing signed by each party hereto.