Get Started - 123Dentist Partners

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Please choose one of the following that best describes you.

I’m a clinic owner of an established clinic or group of clinics and interested in partnership opportunities.
I’m interested in learning more about De Novo (New) Clinic builds.
I’m interested in both. Let’s connect.

Would you like to expedite our communications with you by accepting the terms of our NDA and answering some more detailed questions about your practice?

Yes
No

Non-Disclosure Agreement

Non-Disclosure and Confidentiality Agreement
This Non-Disclosure and Confidentiality Agreement (“Agreement”) is dated September 26, 2023, (“Effective Date”) between 123Dentist Inc. and [Insert full name or legal entity name of Party X] having an office as set out in the signature page hereof (each, a “Party” and together, the “Parties”). A Party that receives Confidential Information (as defined herein) will be referred to as the “Recipient”. A Party that discloses Confidential Information will be referred to as the “Disclosing Party”. 

WHEREAS: The Parties are proposing to provide each other with certain information for the purpose of exploring a potential business transaction (the “Purpose”). In order to further the Purpose, and to enable each Party to disclose information to the other under terms that will protect the confidential and proprietary nature of such information, the Parties wish to enter into this Agreement.  

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties, intending to be legally bound, agree as follows:

1. Confidential Information. The Disclosing Party may disclose to the Recipient certain non-public information and material (whether written, oral, graphic or any other form) relating to the business of the Disclosing Party which may include, but is not limited to, business plans, proposed business acquisitions, proposed procedures and structures for potential acquisitions, financial data, industry analysis and information, ideas, concepts, structures, know-how, data, copyrights, trade secrets, techniques, designs, diagrams, organizational charts, specifications, drawings, acquisition and other agreement terms and other technical, financial or business information, as well as third party information (the “Confidential Information”). Any information provided by the Disclosing Party to the Recipient in furtherance of the Purpose will be deemed to be Confidential Information, whether or not it is so identified by the Disclosing Party at the time of disclosure.

2. Confidentiality Obligation. The Recipient will hold all Confidential Information in confidence, with the same care the Recipient uses for its own Confidential Information which, in no event, will be less than a reasonable standard of care. Confidential Information will be used solely for the Purpose, and the Recipient will only disclose Confidential Information to those employees, directors, officers, agents, counsel, advisors, lenders and consultants (the “Representatives”) that have a need to know such Confidential Information in furtherance of the Purpose and who are bound by an obligation of confidentiality to the Disclosing Party on the terms set forth in this Agreement as if each Representative were a party hereto. Prior to providing the Confidential Information to any advisor, agent, lender or consultant, the Recipient will obtain an executed nondisclosure agreement from such person with protections in favour of the Disclosing Party that are substantially similar to the protections in this Agreement. Prior to providing any Confidential Information to any Representative, the Recipient will notify such person that such information is Confidential Information and must be kept in confidence as set forth in this Agreement. The Recipient will be responsible for any release of Confidential Information by any Representative contrary to this Agreement. The Recipient will enforce the confidentiality obligations of this Agreement against its Representatives during and after the term of their engagement by the Recipient. 

3. No Representations or Warranties. No representation or warranty, express or implied, is made or given under this Agreement as to the accuracy, completeness or current nature of any of the Confidential Information, or its usefulness or fitness for purpose for, or use with, or in relation to the Purpose.

4. Exceptions to Confidential Information. The obligations of confidentiality under this Agreement will not apply to any information that: (a) was previously known to the Recipient or any Representative of the Recipient at the time of its disclosure and is not known by the Recipient or any Representative of the Recipient to be the subject of an obligation to keep it confidential; (b) is or has become publicly known, through no wrongful act of the Recipient or any Representative of the Recipient; (c) was rightfully received from a third party who is under no obligation of confidentiality to the Disclosing Party; (d) was independently developed by the Recipient or any Representative of the Recipient without use of Confidential Information that has been disclosed pursuant to this Agreement as evidenced by written record; or (e) was required to be disclosed in order to comply with applicable law but only to the extent so required. Prior to making any disclosure under Section 4(e), the Recipient will: (i) to the extent legally permissible, immediately notify the Disclosing Party of the required disclosure; and (ii) cooperate with the Disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information.

5.Ownership of Confidential Information. All Confidential Information of the Disclosing Party will remain the exclusive property of the Disclosing Party. The disclosure of Confidential Information by the Disclosing Party will not constitute an express or implied grant to the Recipient of any rights to or under the Disclosing Party’s trade secrets, trademarks, other intellectual property rights or any other Confidential Information. The Recipient will not use any Confidential Information of the Disclosing Party or the Disclosing Party’s trademarks, trade names, other proprietary marks or other intellectual property rights in any manner, without first obtaining the written consent of the Disclosing Party. Upon completion of the Purpose, all Confidential Information will be either returned to the Disclosing Party or destroyed. The Recipient and its Representatives may retain copies of Confidential Information if and to the extent that such retention is required by applicable laws, rules, regulations or professional standards, and by its and their respective corporate governance and record keeping policies. Notwithstanding the return, destruction or retention of the Confidential Information, the Recipient and its Representatives will continue to be bound by the confidentiality, use and other obligations under this Agreement.     

6.No Disclosure of Negotiations. Except with the prior written consent of the other Party, neither Party will, directly or indirectly, in any way or in any form, copy, make available, distribute, publicize, issue press releases, advertise or otherwise disclose in any manner, the discussions or negotiations that gave rise to this Agreement, the information provided pursuant to or as contemplated in this Agreement, or that any conversations or discussions are occurring or have occurred between the Parties.

7.Notification of Breach. The Recipient will notify the Disclosing Party immediately upon discovery of any breach of this Agreement by the Recipient or any Representative of the Recipient and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further disclosure or unauthorized use. 

8. Right to Injunction. The Parties acknowledge that remedies at law may be inadequate to protect the Disclosing Party against any actual or threatened breach of this Agreement by the Recipient or by its Representatives and, without prejudice to any other rights and remedies otherwise available to the Disclosing Party, the Disclosing Party shall be entitled to seek injunctive or other equitable relief.

9. No Obligation to Consummate a Transaction. Each Party acknowledges and agrees that no agreement relating to or providing for the Purpose shall exist unless and until a written definitive agreement providing for the consummating of the Purpose (a “Definitive Agreement”) has been executed and delivered by both Parties (or their applicable affiliates). The Parties agree that unless and until a Definitive Agreement has been executed and delivered, neither Party shall have any legal obligation of any kind whatsoever with respect to the Purpose by virtue of this Agreement or any other written or oral communications with respect to the Purpose.

10. No Right to Assign. Neither this Agreement, nor any rights hereunder, in whole or in part, will be assignable or otherwise transferable by either Party. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, heirs and permitted assigns.  

11. Miscellaneous. This Agreement contains the sole and entire agreement between the Parties related to the disclosure or use of the Confidential Information and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto. This Agreement may only be modified in writing executed by both Parties. If any provision of this Agreement is deemed illegal or otherwise unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. No waiver of any right under, or breach of, this Agreement will be effective unless in writing and signed by an authorized representative of the Party against whom the waiver is sought to be enforced. All notices and communication hereunder shall be in writing and shall be deemed given: (a) when delivered personally or by commercial messenger or courier services; (b) three business days following the mailing thereof by registered certified mail (return receipt requested); or (c) when transmitted by facsimile or e-mail, in each case, to a Party at the contact information as shown below the signature of such Party on the signature page of this Agreement (or at such other address for a Party as shall be specified by like notice or, if specifically provided for elsewhere in this Agreement).

12. Governing Law and Jurisdiction. This Agreement is governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the province. The Parties agree that any disputes arising under or in connection with this Agreement shall be decided by arbitration, without right of appeal to the courts, by a single arbitrator who is satisfactory to both of the Parties and whose costs shall be shared equally by the Parties.

13. Counterparts and Electronic Transmission. This Agreement may be executed in two or more identical counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail or any other reliable means will be effective for all purposes as delivery of a manually executed original counterpart

NDA Agree *

I have read, understood, and hereby agree to the terms of the above NDA.

Practice Details

Practice Name *

Website / URL

Number of Dentists

Number of Ops

Number of active patients

Practice Principal Details

University

Graduation Year

Additional Practice Details

Type of dentistry

Technology

Software Used

If other, please provide

Partnership Planning

Why are you looking to have this conversation?

Succession / Transition
Relieve Administration Burden
Support in Growth of Practice

What is most important in a partnership?

Anything we should know before we have a conversation?

Let's Grow Your Practice Together.

Let’s get started with your confidential dental practice assessment today.

Non-Disclosure Agreement

Practice Details

Practice Principal Details

Additional Practice Details

Partnership Planning