Confidentiality Agreement printable pdf download

CONFIDENTIALITY AGREEMENT

(including exclusivity)

THIS AGREEMENT, dated _______________________, 20___, is entered into by and

between ______________________________, a __________ non-profit public benefit corporation

(“System”), and ______________________________, a __________ nonprofit public benefit

corporation (“Hospital”).

WHEREAS, System and Hospital desire to explore the possibilities for potential

contractual and organizational relationships and to engage in a dialogue and strategic plan process

regarding potential collaborative relationships between them.

WHEREAS, in connection with exploring possible arrangements, each party will share

with the other certain confidential information relating to its existing operations; and

WHEREAS, each party desires to protect the confidentiality of these discussions and of the

proprietary non-public information disclosed by each party to the other.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained

herein, and as a material inducement to each party to engage in these discussions and to deliver

requested confidential information, the parties agree as follows:

Period of Discussions. In consideration of the time, effort and expense to be

incurred by System in the course of these discussions, Hospital agrees to work exclusively with

System for a period of __________________(____) days commencing on the day after the date of

this Agreement regarding potential arrangements between System and Hospital. Accordingly,

during this ____-day period of exclusive discussions, Hospital will not offer, solicit offers, or enter

into discussions or negotiations with any party other than System regarding ownership,

management, leasing and/or operation of Hospital or substantial assets or business of Hospital.

The parties each authorize their respective representatives to participate in these discussions and in

the exchange of information pursuant to this Agreement. Each party will require its representatives

to observe and comply with the terms, covenants and conditions of this Agreement.

Exchange of Information; Use. To the extent permitted under the applicable

federal and state anti-trust laws, each party (a “Disclosing Party”) shall furnish to the other (a

“Receiving Party”) certain organizational, operational, financial, utilization, legal, real estate,

relationship and other information which the parties mutually determine is relevant to these

discussions. At the conclusion of the examination of the furnished information, or sooner if the

Disclosing Party so requests, all Disclosing Party information and all copies thereof shall be

promptly returned or destroyed by the Receiving Party. Disclosures to legal counsel, accountants

and/or consultants retained by a Receiving Party to evaluate: (a) the merits of the Receiving Party’s

participation in relationships under discussion with the Disclosing Party; or (b) information

received from the Disclosing Party or its representatives, will not be considered a breach of any

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Confidentiality Agreement