Medical Non Disclosure Agreement Template

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

Disclosing Party: [________________________________________________] (“Discloser”), with a principal place of business located at [________________________________________________].

Receiving Party: [________________________________________________] (“Recipient”), with a principal place of business located at [________________________________________________].

(Collectively referred to as the “Parties” and individually as a “Party”).

1. PURPOSE

The Parties wish to explore a potential business relationship or professional collaboration regarding [________________________________________________] (the “Purpose”). In connection with this Purpose, each Party may disclose to the other certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include, but is not limited to, all medical records, patient data, protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), research data, clinical trial results, software, business strategies, financial information, trade secrets, and any other technical or business information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential.

3. OBLIGATIONS OF RECIPIENT

The Recipient agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the Purpose stated in Section 1; c) Restrict disclosure of Confidential Information to those employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; d) Comply with all applicable federal and state laws, including but not limited to HIPAA, regarding the protection of patient privacy and medical records.

4. EXCLUSIONS

Confidential Information does not include information that: a) Was in the public domain at the time of disclosure; b) Becomes part of the public domain through no fault of the Recipient; c) Was rightfully in the Recipient’s possession prior to disclosure; d) Is independently developed by the Recipient without use of the Discloser’s Confidential Information.

5. COMPELLED DISCLOSURE

If the Recipient is required by law, regulation, or court order to disclose any Confidential Information, the Recipient shall provide the Discloser with prompt written notice of such requirement so that the Discloser may seek a protective order or other appropriate remedy.

6. TERM

The obligations under this Agreement shall survive for a period of [___] years from the date of the last disclosure of Confidential Information, provided, however, that obligations regarding patient medical records shall remain in effect for as long as such records remain subject to privacy regulations.

7. RETURN OF MATERIALS

Upon written request of the Discloser, the Recipient shall promptly return or certify the destruction of all documents and tangible items containing Confidential Information, including all copies thereof.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________________]. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in [___________________].

9. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages may be inadequate. Therefore, the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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DISCLOSER:

Signature: ____________________________________

Print Name: ___________________________________

Title: ________________________________________

RECIPIENT:

Signature: ____________________________________

Print Name: ___________________________________

Title: ________________________________________