Confidentiality Agreement (Page 2 of 4) in pdf

provision of this Agreement, so long as the legal counsel, accountants and/or consultants agree to

comply with the confidentiality restrictions set forth herein. The Receiving Party agrees to use the

information provided by the Disclosing Party solely in connection with evaluation of the

relationships under discussion and to engage in a joint planning process toward determining

whether to proceed with any relationship with the Disclosing Party.

Confidentiality. The Receiving Party agrees to not disclose in any manner, except

as required by law, to any outside party (other than its attorneys, accountants and/or consultants)

any information provided by the Disclosing Party or its representatives either orally or in writing

(the "Information"). This duty of confidentiality shall not apply to Information which is

ascertainable from public or published sources or which was known prior to disclosure or which is

obtained from other persons not known to the Receiving Party to be bound by an obligation of

confidentiality.

The Information will be utilized solely for the purposes set forth in this

Agreement. This duty of confidentiality shall survive expiration of the period of discussions

established hereunder and continue for a period of five (5) years thereafter. In the event a

Receiving Party is required by deposition, subpoena, or similar legal process to disclose any

Information exchanged pursuant to this Agreement, it shall immediately notify the Disclosing

Party so that appropriate action may be taken to attempt to prevent disclosure of the Information.

In the event that a protective order or other remedy is not obtained, or the Disclosing Party waives

compliance with the provisions of this Agreement, the Receiving Party may furnish that portion of

the Information which it is advised by counsel is legally required.

Ownership. Each party hereby acknowledges that all of the Information disclosed

to the other party or learned from either party is and shall continue to be the exclusive proprietary

property of the Disclosing Party, whether or not such Information was intentionally disclosed to or

entrusted to the custody of the Receiving Party. Each Receiving Party further hereby acknowledges

that all Disclosing Party Information to which it shall hereafter have access or which it shall

hereafter learn, shall have been disclosed to it solely by virtue of the discussions contemplated by

this Agreement.

Disclosure. It is agreed that confidentiality is both appropriate and necessary to

achieve the intent of the parties. If it is determined that the existence of this Agreement, its

contents, and/or the content of the discussions need to be made public, a short statement or outline

will be agreed upon by the parties. All inquiries regarding this Agreement and the discussions will

be referred to _____________________ on behalf of Hospital and to _____________________ on

behalf of System.

No Waiver; Injunctive Relief; Governing Law. It is understood and agreed that

no failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver

thereof, nor shall any single or partial exercise thereof preclude any other or further exercise

thereof or the exercise of any right, power and privilege hereunder. It is further understood and

agreed that money damages would not be a sufficient remedy for any breach of this Agreement by

a party or by its representatives or employees and that each party shall be entitled to specific

performance and injunctive relief as remedies for any breach by the other party. Such remedies

shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in

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