Mutual Non-Disclosure Agreement

01The parties

This Mutual Non-Disclosure Agreement (the “Agreement”) is made on [date] between VetTech IT, LLC, of [VetTech IT address], and [Practice legal name], of [practice address] (each a “Party”, together the “Parties”).

02Purpose

The Parties wish to explore a working relationship in which VetTech IT assesses, and may go on to support, the Practice’s information technology (the “Purpose”). Each Party expects to disclose confidential information to the other for that Purpose.

03What is confidential

“Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”), in any form, that a reasonable person would understand to be confidential. It includes without limitation:

• Network diagrams, system inventories, configurations, credentials, and security findings.
• Practice management system data, imaging archives, and client or patient records.
• Controlled-substance logs and the access controls around them.
• Financial information, pricing, fee structures, and vendor contracts.
• Staffing information, business plans, and the fact and content of these discussions.
• VetTech IT’s assessment methodology, tooling, documentation templates, and reports.

04What is not confidential

Confidential Information does not include information the Recipient can show: was already lawfully known to it without restriction; is or becomes public through no fault of the Recipient; is lawfully received from a third party free to disclose it; or was independently developed without use of or reference to the Discloser’s Confidential Information.

05Obligations

The Recipient shall:

• Use Confidential Information solely for the Purpose.
• Protect it with at least the care it applies to its own confidential information, and never less than reasonable care.
• Disclose it only to employees, contractors, and professional advisers who need it for the Purpose and who are bound by confidentiality obligations at least as protective as these.
• Remain responsible for any breach by those people.
• Not reverse-engineer, decompile, or disassemble anything provided.
• Notify the Discloser promptly on becoming aware of any unauthorised use or disclosure, and cooperate in limiting the damage.

06Access to practice systems

Where the Practice grants VetTech IT access to its systems for the Purpose, that access is limited to what is needed to complete the assessment, is logged, and ends when the assessment ends unless a services agreement continues it. VetTech IT will not copy client or patient records off the Practice’s systems except where necessary to demonstrate a finding, and will destroy any such copy on delivery of the assessment report.

07Required disclosure

If the Recipient is compelled by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so, provided it gives the Discloser prompt written notice where legally permitted, discloses only what is required, and cooperates with any effort by the Discloser to obtain protective treatment.

08Term and survival

This Agreement begins on the date above and continues for [two years], after which either Party may terminate it on written notice. Obligations of confidentiality survive for [five years] from the date of disclosure, and indefinitely for information that constitutes a trade secret or that identifies an individual.

09Return or destruction

On written request, the Recipient shall promptly return or destroy all Confidential Information and copies, and certify destruction in writing. The Recipient may retain one archival copy where required by law, professional obligation, or automated backup, which remains subject to this Agreement for as long as it is retained.

10No licence, no obligation

Nothing here transfers or licenses any intellectual property. Nothing here obliges either Party to enter into any further agreement, to disclose any particular information, or to proceed with the Purpose. All Confidential Information is provided “as is”, without warranty as to accuracy or completeness.

11Remedies

The Parties agree that a breach of this Agreement may cause harm for which money damages are an inadequate remedy, and that the Discloser is entitled to seek injunctive relief in addition to any other remedy, without the need to post bond.

12General

This Agreement is governed by the laws of [State], and the courts of [County, State] have exclusive jurisdiction. It is the entire agreement between the Parties on this subject and supersedes any prior understanding. It may be amended only in writing signed by both Parties. If any provision is held unenforceable, the rest continues in force. Neither Party may assign it without the other’s written consent, except to a successor of its business. It may be signed in counterparts, including electronically.

13Signatures