This agreement is made on the
between LANZ.Dental (“The Agent”)
(on behalf of Dental Practice yet to be disclosed, "The Proprietor")
and (“The Recipient”).
A The Recipient has been or will be provided with certain information known as "Practice Sale Proposal" and “associated information” which are the property of the Proprietor and which is confidential and of value to the Proprietor.
B The purpose of the provision of the information to the Recipient is to enable the Recipient to further assess the position of the yet to be disclosed Proprietor in relation to their proposed acquisition of the stated business.
C The Recipient has agreed to be bound by certain duties of confidentiality and non-use in respect of the information. The Agent also agrees to be confidential in all undertakings with the Recipient.
It is agreed as follows:
"Confidential Information" shall mean information, data and know-how, whether technical or not, which is disclosed to the Recipient, and which relates to the research, development or business activities of the Proprietor, which is either marked or stated to be confidential, or is by its nature reasonably intended to be confidential; but shall not include information, data or know how which can be established within 30 days of the date of this agreement by written records to be already known to the Recipient or the public at the time of its disclosure, nor information, data or know-how which enters the public domain through no fault of the Recipient.
Except as provided under clause 4 the Recipient agrees not to disclose or copy or otherwise publish the Confidential Information without the prior written consent of the Proprietor.
The Recipient agrees not to use the Confidential Information for any purpose other than that for which the information was provided. In the case of any uncertainty, the Recipient agrees to obtain prior clearance from the Proprietor.
4 Associates, employees and agents
When disclosure to associates, employees or agents is necessary the Recipient shall ensure that they are bound by equivalent duties of confidentiality and non-use as those set out in this agreement.
The Recipient shall take all reasonable care to ensure that all materials in their possession which contain or incorporate Confidential Information be securely kept; and shall return, all material containing or incorporating Confidential Information on the direction of the Proprietor.
6 Other agreements
The Recipient's obligations in respect of the Confidential Information shall be in addition to any other obligation under any other agreement which involves the Confidential Information, unless expressly excluded by reference.
7 Term of agreement
This agreement shall continue until the Proprietor and the Recipient agree that the Recipient's obligations under this agreement shall cease.
Acknowledgement of introduction
LANZ.Dental is acting as an agent of the yet to be disclosed Proprietor in the facilitation of the sale of their practice. As such, the Recipient hereby acknowledges the involvement of LANZ.Dental in introducing the undersigned and associated parties to this opportunity.
Dr Tony Dey, LANZ.Dental by its majority shareholder/s and directors: