This agreement is between “Buyer/Associate”, and ADS Precise Consultants hereinafter referred to as “Broker/Consultant”. This agreement shall be enforced in accordance with the laws of the State of Colorado. Buyer/Associate wishes to evaluate confidential information regarding practice opportunities presented by Broker/Consultant.
• Buyer/Associate recognizes that any confidential information provide him/her by Broker/Consultant or its representative regarding professional practices could, if disclosed, cause damage to the individuals disclosing the information and to Broker/Consultant.
• Therefore, Buyer/Associate agrees that he/she will not divulge, communicate, or otherwise disclose any confidential material provided by Broker/Consultant, its representatives, or clients of Broker/Consultant, to anyone, including employees, customers, clients or clients, with the exception of his/her spouse, accountant, and legal counsel.
• Buyer/Associate further agrees that his/her spouse, accountant, and legal counsel will maintain the confidentiality of the material as well.
• Confidential information shall include, but is not limited to, the following:
1. A professional intent to buy, sell, or associate.
2. Any financial data provided Buyer/Associate by Broker/Consultant, its representatives, or clients, which may include such items as value of practice under consideration, income statement or balance sheets, Internal Revenue Service returns, and any other personal financial data.
3. Any personal information provided Buyer/Associate by Broker/Consultant, its representatives, or clients, which may include such items as data regarding lawsuits, pending lawsuits, malpractice suits, or other items personally pertaining to the principals in these transactions.
4. Patient or client lists made known to Buyer/Associate during negotiations.
5. Buyer/Associate shall not contact any owner or staff member of an owner referred to Buyer/Associate by Broker/Consultant without the express permission of the owner.
6. Buyer/Associate agrees to return any and all information provided to Buyer/Associate to Broker/Consultant immediately upon request.
7. In addition, Buyer/Associate acknowledges the following:
8. Broker/Consultant is seller's agent and does not have any fiduciary duties to Buyer/Associate.
9. Information provided by Broker/Consultant is provided by the Seller and is not audited by Broker/Consultant. Broker/Consultant makes no claims as to the reliability of any such data.
10. It is Buyer/Associate's sole responsibility to conduct his/her own due diligence and confirm the accuracy of all information provided to Buyer/Associate by the owner and Broker/Consultant prior to any purchase.
11. Buyer/Associate indemnifies and holds Broker/Consultant harmless for any claim, loss or damages including expense of defense arising from any transaction agreed to by Buyer/Associate, including but not limited to court costs, reasonable attorneys' fees and investigation expenses which, in any manner, arise out of or result from any practice purchase, employment, or affiliation.
12. Buyer/Associate is advised prior to any purchase, to review all financial and tax records of any practice, as well as personally perform a patient chart audit (subject to HIPAA regulations), determine patient count, review insurance plans, review HMO contracts, and any other information needed by Buyer/Associate.
13. Buyer/Associate acknowledges that Broker/Consultant is not an accounting firm and not a legal firm. Buyer/Associate has been advised to retain the services of competent and experienced legal counsel to review all agreements and other documents to be executed in connection with the sale/affiliation. Advice or opinion on the advisability of entering into a transaction shall be provided by Buyer/Associate's legal counsel. Buyer/Associate agrees any disputes regarding this document and any future transactions between the Buyer/Associate and the seller and the Broker/Consultant shall be resolved by JAMS Arbitration.
14. Buyer/Associate acknowledges that Broker/Consultant may receive a fee, if any, from a lender for loan packaging and administration.
15. Buyer/Associate has been advised to retain the services of an accountant to evaluate the data and the terms of the affiliation or sale including any tax liability resulting from such sale/affiliation.
16. All information provided to Broker/Consultant by Buyer/Associate is true and correct to the best of Buyer/Associate's knowledge, and may be presented to the owner of any practice under consideration for employment or acquisition by Buyer/Associate.
17. Upon completion of a transaction with Buyer/Associate, Broker/Consultant shall be permitted to print, publish and mail its usual and customary professional announcement of the transaction.