MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on this day of , (the "Effective Date")

BETWEEN:

AND:

The parties agree that the term "Disclosing Party" refers to the party disclosing Confidential Information under this Agreement, and the term "Receiving Party" refers to the party receiving such information.

1. PURPOSE

The parties wish to explore a potential business relationship in connection with (the "Purpose"). In the course of discussions, each party may disclose Confidential Information to the other. This Agreement protects such information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information, technical data, or know‑how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, finances, or other business information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Confidential Information also includes information disclosed to a party by third parties that the party is obligated to treat as confidential. Without limiting the generality of the foregoing, Confidential Information includes:

• Financial statements, cost reports, tax returns, and related documentation;
• Medicare/Medicaid cost report data, reimbursement methodologies, and audit strategies;
• Patient or client information protected under HIPAA or other privacy laws;
• Business plans, forecasts, and strategic information;
• Proprietary software, methodologies, and internal procedures.

3. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure and was not subject to an obligation of confidentiality; (c) is rightfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

• Use the Confidential Information solely for the Purpose;
• Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own confidential information);
• Not disclose, publish, or disseminate the Confidential Information to anyone other than its employees or representatives who need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement;
• Not copy, reverse engineer, decompile, or disassemble any Confidential Information; and
• Return or destroy all Confidential Information (including copies) upon the Disclosing Party's written request, with written certification of such return or destruction.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of two (2) years from the date of last disclosure. The obligations of confidentiality and non‑use shall survive termination of this Agreement and continue for a period of three (3) years thereafter (or, in the case of trade secrets, in perpetuity until such information loses its trade secret status).

6. NO WARRANTY

All Confidential Information is provided "AS IS," without any warranty, express or implied, regarding its accuracy or completeness. The Disclosing Party shall not be liable for any use of the Confidential Information by the Receiving Party.

7. RETURN OF MATERIALS

Upon the Disclosing Party's request, the Receiving Party shall promptly return all tangible embodiments of the Confidential Information (including all copies) or, at the Disclosing Party's option, certify in writing that such materials have been destroyed.

8. NO LICENSE

Nothing in this Agreement grants either party any right, title, or interest in or to the other party's Confidential Information, except the limited right to use it for the Purpose.

9. REMEDIES

The parties acknowledge that a breach of confidentiality may cause irreparable harm, and money damages may be an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief without the necessity of posting bond, in addition to any other remedies available at law or equity.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by both parties.