Blass
Consulting LLC ("BC LLC"), in
connection with a possible transaction
between the undersigned (the "Company"),
is making available to the Company via
an online demo certain confidential, proprietary
or secret information relating to BC LLC
and its proprietary software and intellectual
property, HIPAA expertise, and customers
("Confidential Information").
Accordingly, and in consideration of the
opportunity to receive and review Confidential
Information, the sufficiency and receipt
of which are hereby acknowledged, the
undersigned agrees as follows:
1.
All information disclosed by BC LLC to
the undersigned is property of BC LLC
and is Confidential Information. The undersigned
will hold all Confidential Information
in strict confidence and will not disclose
the Confidential Information to any third
party other than the undersigned's advisors
and then if and only if such advisors
need to know such information to evaluate
a possible transaction between BC LLC
and the undersigned. The undersigned agrees
to inform any such advisors of the confidential
nature of the Confidential Information
and direct any such advisors to treat
the Confidential Information confidentially.
The undersigned will not under any circumstances
use the Confidential Information for any
purpose other than to evaluate a possible
transaction between BC LLC and the undersigned.
The undersigned will not use the Confidential
Information in any way that is detrimental
to BC LLC.
2.
The undersigned will not make any disclosure
to third parties that the undersigned
has received Confidential Information
from BC LLC unless the undersigned has
either obtained BC LLC's prior written
consent, which consent will not be unreasonably
withheld.
3.
Upon BC LLC's request, all Confidential
Information in the undersigned's possession
will be returned promptly to BC LLC and
no copies or other reproductions or summaries
thereof, in any form or medium, will be
retained without the prior written consent
of BC LLC.
4.
Because a misuse of Confidential Information
could cause BC LLC irreparable damage,
BC LLC shall be entitled to specific performance
and injunctive or other equitable relief
as a remedy for any breach or threatened
breach by the undersigned of this Confidentiality
and Non Disclosure Agreement. If BC LLC
prevails in any such action to enforce
this Confidentiality and Non Disclosure
Agreement, the undersigned shall reimburse
BC LLC for any and all costs incurred
to protect its rights hereunder, including
without limitation reasonably attorneys'
fees, arbitrators' fees, court costs.
Such reimbursed costs shall be in addition
to all other costs, expenses and damages
which BC LLC may be awarded as a result
of any breach of these Terms and Conditions
and the enforcement of BC LLC's rights
hereunder.
5.
These Terms and Conditions shall be governed
by the laws of the State of New Jersey.
The waiver by BC LLC of a breach of any
provision of these Terms and Conditions
shall not be considered to be a continuing
waiver and shall not operate or be construed
as a waiver of any subsequent breach.
The rights of BC LLC hereunder shall inure
to the benefit of BC LLC and its heirs,
representatives, successors and assigns,
and shall be binding upon the successors
and assigns of the undersigned. These
Terms and Conditions continue in full
force and effect for five years from the
later to occur of the date it is executed
or the date discussions between the parties
end or are otherwise terminated.
website.