Practice

NON-DISCLOSURE AGREEMENT

___________________________________________(the “Recipient”) is conducting due diligence in respect of the proposed purchase (the “Proposed Transaction”) by the Recipient of all the assets or all of the shares in the capital of Atlantic Practice Services (the “Disclosing Party”) and the Disclosing Party has been requested to provide sensitive information.

In consideration of the Recipient considering the Proposed Transaction and the Disclosing Party providing the sensitive information the Recipient agrees:

1. To hold all Confidential Information in strict confidence and:
   1. not to use any Confidential Information for any purpose except to evaluate and negotiate the Proposed Transaction;
   2. Not disclose to any person any Confidential Information, except to such of its Representatives who need to receive and consider such Confidential Information for the purpose of assisting the Recipient to evaluate and negotiate the Proposed Transaction, and who have agreed in writing to be bound by this Agreement in the same manner as the Recipient and who have been informed by the Recipient of their obligations in respect of such Confidential Information; and
   3. to cause its Representatives to comply with the terms of this Agreement, and to be responsible for any breach of this Agreement by its Representatives.
      
      
2. The Disclosing Party shall not be deemed to have made any representation or warranty as to the accuracy or completeness of any Confidential Information provided and shall have no liability to the Recipient under this Agreement resulting from the Recipient’s use of the Confidential Information.
   
   
3. At any time, upon request the Recipient shall promptly return all Confidential Information to the Disclosing Party, and neither the Recipient nor its representatives will retain any copies, extracts or other reproductions in whole or in part containing any Confidential Information. The return of any material shall not relieve the Recipient and its Representatives of any other obligations.
   
   
4. The Recipient and its Representatives shall not contact any directors, officers, employees, subsidiaries, affiliates, auditors, financial and professional advisors, patients or suppliers of the Disclosing Party, or other persons that have a relationship with the Disclosing Party, for any purpose without the Disclosing Party’s prior written consent both during the term of this Agreement and for a period of One (1) year after its termination.
   
   
5. The Recipient shall promptly notify the Disclosing Party if it becomes aware of any breach or potential breach of confidence with respect to the Confidential Information and if the Recipient or a Representative is requested becomes legally compelled to disclose any of the Confidential Information so the Recipient may, in its sole discretion, seek a protective order or other appropriate remedy.
   
   
6. The Recipient and its Representatives shall not, at any time during the term of this Agreement and if the Proposed Transaction does not close for a one (1) year period following termination of this Agreement, solicit or otherwise engage the services of any Representative of the Disclosing Party or directly solicit any patient of the Disclosing Party.
   
   
7. The Recipient acknowledges and expressly agrees that any breach by it or its Representatives of this Agreement will cause the Disclosing Party irreparable harm for which damages would not be an adequate remedy. The Recipient agrees that if such a breach occurs the Disclosing Party shall have the right to seek injunctive relief against the continuing or further breach without the necessity of proof of actual damages. This right shall be in addition to any other right which the Disclosing Party may have under this Agreement or otherwise in law or in equity.
   
   
8. In addition to any other remedies the Disclosing Party may have, the Recipient agrees to indemnify and save the Disclosing Party harmless from any losses, expenses, costs, and damages resulting directly or indirectly from the failure of the Recipient or its Representatives to comply with the terms of this Agreement.
   
   
9. For the purposes of this Agreement:
   1. “Confidential Information” means any and all data and information, financial or otherwise, electronic, written or oral, with respect to the business, affairs, or operations of the Disclosing Party or information provided by any representative or agent of the Disclosing Party to the Recipient or to Representatives, including all analysis, compilations, studies, or other documents prepared by the Recipient or its Representatives containing or based on, in whole or in part, the foregoing, except that Confidential Information shall not include such information that the Recipient can demonstrate from written records or other evidence acceptable to a court of law:
      1. was in the public domain at the time of disclosure thereof by the Disclosing Party to the Recipient;
      2. becomes part of the public domain after the time of disclosure thereof by the Disclosing Party to the Recipient, except by breach of the undertakings hereunder by the Recipient or its Representatives; or
      3. was lawfully received by the Recipient from a third party without restrictions of confidentiality prior to the time of disclosure thereof to the Recipient.
   2. “Representatives” means any of affiliates, directors, officers, employees, or agents of the Disclosing Party or the Recipient.
      
      
10. Nothing in this Agreement shall be construed as granting the Recipient or any of its Representatives any rights of any kind in any Confidential Information, by license or otherwise.
    
    
11. The Recipient may not assign this Agreement or the rights or the obligations hereunder without the prior written consent of the Disclosing Party.
    
    
12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia.
    
    
13. If any portion of this Agreement is determined to be invalid or unenforceable in whole or in part, the remainder of this Agreement shall not be affected thereby and each other covenant, obligation and agreement contained in this Agreement shall remain in full force and effect to the greatest extent permitted by law for the benefit of the parties hereto.
    
    
14. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
    
    
15. This Agreement may be executed in counterparts and by exchange of electronic copies or PDF.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of today's date.