CLIENT CONFIDENTIALITY AND
NON-DISCLOSER AGREEMENT
This agreement dated per the date above the below listed person referred to as "Client" and Practice Growth Advisors LLC hereafter referred to as “PGA” enter into this agreement for the purpose of Client to evaluate confidential information regarding practice opportunities presented by “PGA”.
Client recognizes that any confidential information provided it by PGA or its representatives regarding professional practices could, if disclosed, cause damage to the individuals and owners disclosing the information and also to PGA for which the amount of financial damage my be difficult to measure.
Client agrees that it will not divulge, communicate or otherwise disclose any information or material, confidential or otherwise, provided by PGA, its representatives, or clients of PGA, to anyone, including employees, customers, clients, or prospective clients, with the exception of Client’s bonafide counsel. Client further agrees that its bonafide counsel will maintain the confidentiality of any and all of the information provided to them as well. Confidential information consists of, but is not limited to the following:
-
Any intent or a professional’s intent to buy, sell, or offer associate its practice.
-
Any financial data provided Client by PGA, its representatives, or clients, which may include appraisals, financial compilations, projections proformas, tax returns, income statements or balance sheets and any other company or personal financial data.
-
Any information related to a professional’s current, pending or plans of an operation
-
Any personal information provided Client by PGA, its representatives, or clients, which may include such any information or material (unless already public information) or other items personally pertaining to the principals in any transactions.
-
Patient lists made known to Client during office visits , inspection and or negotiations.
Client shall not visit any office or contact any staff member of an owner referred to Client by PGA without the express permission of the owner. Client agrees to return any and all information provided or provide evidence of information having been destroyed by Client to PGA immediately upon PGA’s request to do so. In addition, Client acknowledges the following:
-
PGA is a transactional agent and does not provide fiduciary responsibilities to Clients. Client acknowledges that information provided by PGA is provided by the owner and is unaudited by PGA. PGA makes no claims as to the reliability of any such data. It is Client’s sole responsibility to complete its own due diligence and confirm the accuracy of all information provided to Client by the owner and PGA prior to any purchase. Client indemnifies and holds PGA harmless for any claim, loss or damages, including expense of defense arising from any transaction agreed to by Client, including but not limited to court costs, reasonable attorneys’ fees and investigation expenses which, in any manner, arise out of or result from any practice purchase or associateship;
-
Client is advised prior to any purchase, to review all financial and tax records of any practice, as well as personally perform a chart audit, determine actual patient count and any other information needed by Client;
-
Client is advised to retain the services of competent counsel to review all documents and data provided to Client and that any advice or opinion on the advisability of entering into a transaction shall be provided by Client’s counsel;
-
All information provided to PGA by Client is true and correct to the best of Client’s knowledge, and may be presented to the owner of any practice under consideration for employment or acquisition by Client;
-
PGA may receive and/or pay referral fees between other brokers, consultants, lenders, and other sources of referrals in working with Client;
-
Upon completion of a transaction with Client, PGA shall be permitted to print, publish and mail its usual and customary professional announcement of the transaction; and
-
This agreement shall be enforced in accordance with the laws of the state of South Carolina.
The undersigned has executed this Agreement on the day and year written below. (Electronic submission of your name in the "Client Signature" field below constitutes your signature and agreement to the terms of this agreement.)
