Dental Practice

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Listing Reference: PBA-1008 Business: Dental Practice Location: Westchester County, New York Effective Date: September 13, 2026 This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into by and between Patriot Business Advisors ("Broker"), acting as agent for the owner of the business identified above ("Seller"), and the undersigned prospective purchaser ("Recipient"). 1. PURPOSE Recipient has expressed interest in evaluating a possible acquisition of the business identified above (the "Transaction"). In order to evaluate the Transaction, Recipient requires access to confidential information concerning the business. Broker is willing to furnish such information solely on the terms set out in this Agreement. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means all information furnished to Recipient by Broker or Seller relating to the business, whether furnished before or after the date of this Agreement, and whether oral, written or electronic, including without limitation: the identity and location of the business; financial statements, tax returns and projections; customer, supplier and employee information; pricing, margins and cost structures; contracts and leases; operating procedures and trade secrets; and the fact that the business is offered for sale or that discussions are taking place. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient, (b) was lawfully in Recipient's possession prior to disclosure by Broker without an obligation of confidentiality, or (c) is independently developed by Recipient without use of the Confidential Information. 3. OBLIGATIONS OF RECIPIENT Recipient agrees that it shall: (a) hold all Confidential Information in strict confidence and take reasonable measures to protect it from disclosure; (b) use the Confidential Information solely for the purpose of evaluating the Transaction and for no other purpose whatsoever; (c) not disclose the Confidential Information to any third party except to those of Recipient's directors, officers, employees, attorneys, accountants and financial advisors who have a genuine need to know for the purpose of evaluating the Transaction, and who have been informed of and agree to be bound by the terms of this Agreement; and (d) be responsible for any breach of this Agreement by any person to whom it discloses Confidential Information. 4. NO CONTACT Recipient shall not, without the prior written consent of Broker, contact the Seller, or any owner, officer, employee, customer, supplier, landlord, lender or competitor of the business, regarding the business or the Transaction. All communications and enquiries shall be directed exclusively through Broker. 5. NON-CIRCUMVENTION Recipient agrees not to circumvent, avoid or bypass Broker, directly or indirectly, in order to negotiate or conclude any transaction involving the business, or to avoid the payment of any fee or commission due to Broker. This obligation continues for a period of two (2) years from the Effective Date. 6. NO SOLICITATION For a period of two (2) years from the Effective Date, Recipient shall not directly or indirectly solicit for employment any employee of the business whose identity became known to Recipient as a result of the Confidential Information. 7. NO REPRESENTATION OR WARRANTY The Confidential Information is provided by the Seller. Neither Broker nor Seller makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Recipient acknowledges that it shall conduct its own independent investigation and due diligence, and shall rely solely on that investigation and on the representations and warranties contained in any definitive purchase agreement ultimately executed. 8. RETURN OR DESTRUCTION OF MATERIALS Upon written request by Broker, or if Recipient determines not to proceed with the Transaction, Recipient shall promptly return or destroy all Confidential Information, including all copies, notes and derivative materials, and shall certify such destruction in writing if requested. 9. NO OBLIGATION TO PROCEED Nothing in this Agreement obligates either party to proceed with the Transaction, and either party may terminate discussions at any time for any reason without liability. 10. REMEDIES Recipient acknowledges that a breach of this Agreement would cause irreparable harm to Broker and Seller for which monetary damages would be an inadequate remedy. Accordingly, Broker and Seller are entitled to seek injunctive relief in addition to any other remedies available at law or in equity, together with reasonable attorneys' fees incurred in enforcing this Agreement. 11. TERM The obligations of confidentiality under this Agreement shall remain in effect for a period of three (3) years from the Effective Date, except with respect to trade secrets, which shall remain confidential for so long as they constitute trade secrets under applicable law. 12. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Bucks County, Pennsylvania. 13. ELECTRONIC SIGNATURE The parties agree that this Agreement may be executed electronically, and that an electronic signature shall have the same legal force and effect as a handwritten signature pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. ch. 96) and applicable state law. Recipient consents to conduct this transaction by electronic means. 14. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties concerning the subject matter, supersedes all prior discussions, and may be amended only in a writing signed by both parties. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect. BY SIGNING BELOW, RECIPIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.