Non-Circumvention Non-Disclosure Agreement

(NCNDA)

Terms And Conditions

Offers:

Buyer acknowledges that ProMed is paid a fee for procuring a buyer who is ready, willing and able to make an offer and agrees to make all offers through ProMed. Any other method of communication relating to an offer with the seller would be considered a breach of this agreement/contract.

Financing:

Buyer shall give ProMed the opportunity to acquire financing at Buyer's satisfaction even when previously approved by another lender if the rate and term are equal or better.

Confidentiality:

(a) Buyer may only share confidential information with personal consultants (Attorney, CPA).

(b) Buyer will refrain from contacting the Seller or Seller's staff without permission.

Hold Harmless:

Buyer shall hold ProMed harmless from all claims and causes of action by reason of any damages sustained as a result of information provided by Seller. All information provided is deemed to be reliable but not guaranteed by ProMed.

Buyer is purchasing the practice based upon Buyer's own judgment and final inspection of practice on the date of possession or completion of transaction.

Termination Date:

This Agreement will apply to all practices introduced and will terminate two (2) years from execution.

Original Document:

A signed facsimile of this Agreement is considered to be an original and will be upheld in any court of law or by the American Arbitration Association in Orange County, California.

Dispute Resolution:

Right to Enjoin Disclosure; Limitation on Action. Each party irrevocably consents to the jurisdiction of the federal and/or local courts located in Los Angeles, California in connection with any action arising under or relating to this Agreement. PMF will not be liable for indirect, incidental, punitive, or consequential damages for any cause of action, whether in contract, tort, or otherwise, arising out of a breach of this Agreement.

The parties acknowledge that a Recipient’s unauthorized disclosure or use of Confidential Information may result in irreparable harm. If there is a breach or threatened breach of this Agreement the Disclosure may seek a temporary restraining order and injunction to protect its Confidential Information. This provision does not alter any other remedies available to either party. The party who has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law.

Any claim a party has for breach of this Agreement must be filed

(a) within one (1) year of Disclosure's first knowledge of the breach, and

(b) no later than one (1) year after the expiration of the period that the Recipient has a duty to protect the Confidential Information.

Disclosure of Patient Information:

The parties and their respective Representatives acknowledge that they may have access to confidential protected health information (“PHI”), including without limitation, to patient identifying information. Each party agrees that it

(a) will not use or further disclose PHI other than as permitted by this Agreement or required or permitted by law;

(b) will protect and safeguard from any oral and written disclosure all confidential information regardless of the type of media on which it is stored with which it may come into contact;

(c) use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this Agreement or required or permitted by law;

(d) will ensure that all of its subcontractors and agents to which it provides PHI pursuant to the terms of this Agreement shall agree to all of the same restrictions and conditions to which such party is bound hereunder;

(e) will report to the other party any unauthorized use or disclosure of PHI immediately upon becoming aware of it;

(f) will indemnify and hold the other party harmless from all liabilities, costs and damages arising out of or in any manner connected with the disclosure by the Recipient of any PHI;

(g) make available PHI in accordance with 45 CFR 164.524;

(h) make available PHI for amendment and incorporate any amendments to PHI in accordance with 45 CFR 164.526;

(i) make available the information required to provide an accounting of disclosures in accordance with 45 CFR 164.528; and

(j) will comply with all applicable laws and regulations, specifically including the privacy and security standards of the Health Insurance Portability and Accountability Act of 1996.