Non-Disclosure Agreement

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to:

• Business plans, strategies, and financial information
• Technical specifications, software, and system architecture
• Patient data and Protected Health Information (governed separately by the BAA)
• Practice operations, workflows, and proprietary processes
• Pricing, customer lists, and commercial terms
• Personnel and organizational information

Each Receiving Party agrees to:

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

The obligations of this NDA do not apply to information that:

• Was or becomes publicly known through no breach of this NDA by the Receiving Party
• Was rightfully received from a third party without restriction on disclosure
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
• Was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and cooperates with any effort to seek a protective order

Each party may disclose the other's Confidential Information to its legal, financial, or technical advisors who are bound by confidentiality obligations at least as restrictive as those in this NDA. Each party is responsible for any breach of this NDA by its advisors.

Upon termination of the Agreement or upon request by the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information and any copies thereof. Destruction will be performed in a manner that renders the information unrecoverable. Written certification of destruction will be provided upon request.

The obligations of confidentiality under this NDA survive for three (3) years after the termination or expiration of the Master Subscription Agreement, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

Each party acknowledges that breach of this NDA may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief in addition to all other remedies available at law or equity, without the requirement of posting a bond.

Nothing in this NDA grants the Receiving Party any right, title, or license in or to the Disclosing Party's Confidential Information beyond what is expressly necessary to fulfill the purposes described herein.

For questions about this Agreement, contact support@hellokaila.com.