NON-DISCLOSURE AGREEMENT (NDA)

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. [Name of Health Care & Medical Center] with its principal place of business is [Address] hereinafter referred to as (“Disclosing Party”)

                    AND

  1. [Name of Employee] whose address is [ Address] hereinafter referred to as (“Receiving Party”).

WHEREAS, Disclosing Party has developed, created, and collected confidential information, documents, and materials relating to the operation, management, and clients of [Name of Health Care & Medical Center] that are not available to the public.

WHEREAS, Receiving Party acknowledges that they will have access to the confidential information, documents, and materials in connection with their employment with Disclosing Party.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:

  1. CONFIDENTIAL INFORMATION:

The Receiving Party shall not disclose or use any confidential information, documents, or materials in any way, except for the purpose of carrying out their duties and responsibilities for the Disclosing Party. Confidential information includes, but is not limited to, information regarding clients, clients’ medical conditions, diagnoses, treatments, prescriptions, and medical histories, as well as financial information, employee information, and business plans.

  1. NON-DISCLOSURE AND NON-USE:

The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose any confidential information, documents, or materials to any third party, and shall not use any such information, documents, or materials for any purpose other than performing their duties for the Disclosing Party.

  1. SOCIAL MEDIA:

The Receiving Party shall not post any information related to the Disclosing Party, its clients, or its operations on social media platforms or any other public forum. This includes, but is not limited to, client information, employee information, and confidential business information.

  1. REPLICATION:

The Receiving Party shall not copy, reproduce, or replicate any confidential information, documents, or materials, without the prior written consent of the Disclosing Party.

  1. COMPENSATION AND GOSSIP:

The Receiving Party shall not discuss their compensation or benefits with other employees of the Disclosing Party, and shall not engage in gossip or any other behavior that may create a negative or unproductive work environment.

  1. RETURN OF CONFIDENTIAL INFORMATION:

Upon the termination of their employment, the Receiving Party shall immediately return to the Disclosing Party all confidential information, documents, and materials, including all copies, extracts, or portions thereof, and shall certify in writing that all such information has been returned.

  1. TERMINATION:

Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information received from Disclosing Party, including all copies and extracts thereof. The obligations of confidentiality and non-use shall survive the termination of this Agreement for a period of [insert time period, e.g. 2 years] from the date of termination.

  1. INJUNCTIVE RELIEF:

The Receiving Party acknowledges that the unauthorized use or disclosure of confidential information, documents, or materials by them may cause irreparable harm to the Disclosing Party, and that the Disclosing Party may seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent such unauthorized use or disclosure.

  1. DISPUTE RESOLUTION:

In the event of any dispute arising from this agreement, both parties agree to first attempt to resolve the dispute through mediation. If mediation is unsuccessful, the dispute will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The party filing the dispute shall bear the cost of mediation or arbitration.

  1. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of [state where the Disclosing Party’s principal place of business is located].

  1. SEVERABILITY:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  1. ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, relating to the subject matter of this Agreement.

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

SIGNED by the parties:                                                          )

…………………………….                                                                ) _________________

(NAME OF THE MEDICAL CENTER- DISCLOSING PARTY)               Signature

Date: …………………………….

AND

……………………………………                                                        )_________________

(EMPLOYEE NAME– RECEIVING PARTY)                                       Signature

Date: …………………………….

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