Confidentiality & NDA

Why We Use NDAs

In the dental marketing industry, both parties share sensitive information:

• Your practice data: Revenue, patient counts, marketing spend, competitive positioning
• Our strategies: Proprietary methods, campaign structures, optimization techniques
• Performance metrics: ROI data, conversion rates, cost-per-acquisition figures

A mutual NDA ensures both parties can share openly without risk, leading to better collaboration and results.

1. Purpose

The Parties wish to explore and/or engage in a business relationship involving dental marketing services. In connection with this relationship, each Party may disclose to the other certain confidential and proprietary information. The Parties agree to protect such information as set forth in this Agreement.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to:

Client Confidential Information includes:

• Practice financial data (revenue, expenses, profit margins, overhead rates)
• Patient statistics and demographics (aggregated, non-identifiable data only — no Protected Health Information under HIPAA or personal health information under PIPEDA)
• Marketing budgets and advertising spend
• Business strategies and expansion plans
• Competitive intelligence and market positioning
• Staff information and organizational structure
• Pricing structures and fee schedules
• Vendor relationships and contracts
• Account credentials and access information

Dentx Confidential Information includes:

• Proprietary marketing methodologies and strategies
• Campaign structures, templates, and frameworks
• Pricing models and fee structures
• Software tools, scripts, and automation systems
• Client lists and portfolio information
• Performance benchmarks and industry data
• Training materials and internal processes
• Vendor relationships and preferred partners

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence
• Use Confidential Information solely for the purpose of the business relationship between the Parties
• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party
• Limit access to Confidential Information to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information if required by law, regulation, or valid court order, provided that the Receiving Party:

• Gives the Disclosing Party prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order
• Cooperates with the Disclosing Party's efforts to obtain such protective order
• Discloses only the minimum amount of Confidential Information required by law

5. Use of Client Name and Results

Dentx agrees that:

• Client's name, logo, and brand will not be used in marketing materials, case studies, or public references without prior written consent
• Specific performance metrics, revenue figures, and results will not be publicly disclosed without prior written consent
• If consent is given, Client may review and approve any materials before publication

Notwithstanding the above, Dentx may:

• Discuss the engagement in general terms without identifying the Client (e.g., "a multi-location dental practice in Texas")
• Use anonymized, aggregated data for benchmarking and industry research
• Reference the work internally for training and process improvement

6. Return of Confidential Information

Upon termination of the business relationship or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information. This includes any copies, summaries, or extracts thereof.

Upon request, the Receiving Party shall certify in writing that such return or destruction has been completed.

Exception: The Receiving Party may retain copies as required by law or internal compliance policies, provided such retained copies remain subject to this Agreement.

7. No License or Warranty

Nothing in this Agreement grants any license or rights to any intellectual property, patents, trademarks, copyrights, or trade secrets of either Party. All Confidential Information is provided "AS IS" without any warranty, express or implied, as to its accuracy or completeness.

8. Term and Survival

This Agreement shall remain in effect for the duration of the business relationship between the Parties and for a period of three (3) years following its termination.

The obligations of confidentiality shall survive the termination or expiration of this Agreement and continue to bind the Parties with respect to Confidential Information disclosed during the term of this Agreement.

9. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy.

Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance. This is in addition to any other remedies available at law or in equity, without the need to post bond or prove actual damages.

10. No Obligation to Proceed

This Agreement does not obligate either Party to enter into any business relationship, contract, or transaction. Either Party may terminate discussions at any time for any reason without liability, subject to the ongoing confidentiality obligations herein.

11. Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

12. Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party's assets.

13. Amendment and Waiver

This Agreement may only be amended by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

15. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

16. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. Electronic Signatures

The Parties agree that this Agreement may be executed electronically and that electronic signatures shall have the same legal effect as original signatures. Delivery of an executed copy of this Agreement by electronic means shall be effective as delivery of an original executed copy.

Questions About Confidentiality

If you have questions about our confidentiality practices or wish to request a signed copy of this NDA, please contact us: