THIS AGREEMENT is made and entered into as of the last date signed below (the “Effective Date”) by and between GS Consulting Services, LLC dba GSC ONSITE-SERVICES having its principal place of business at 4902 S Val Vista Drive, B106 Gilbert, AZ 85298 (the “Company”) and the Physician whose name is below (the “Second Party” collectively the “Parties”, or “Party”).

            WHEREAS, the parties are considering whether to do business together, and may do business together; and

            WHEREAS, during their interactions the parties have disclosed and will in the future disclose certain proprietary information, in written or oral form, which may include, but not be limited to, intellectual property, marketing and development information, business operations, product information, production process, proprietary computer code, computer technology (see Attachment A for definitions) and confidential business information not generally known in the marketplace (collectively, the “Confidential Information”); and

            WHEREAS, in this Agreement, the party disclosing Confidential Information will be referred to as the “Disclosing Party” and the party receiving Confidential Information will be referred to as the “Recipient”.

            NOW, THEREFORE, it is agreed as follows:

  1. Nondisclosure of Confidential Information. Recipient agrees that neither it, nor any of its employees, agents, representatives, or affiliates will:
    1. in any fashion or for any purpose use the Confidential Information except to carry out the discussions concerning, and the undertaking of, the possible transactions described above; or
    2. Disclose, divulge, publish, or disseminate the Confidential Information except as expressly authorized by this Agreement. Recipient further agrees that it, and its employees, agents, representatives, and affiliates will:
      1. take all reasonable measures to protect the confidentiality of, and avoid disclosure or use of, the Confidential Information so as to prevent it from entering the public domain or falling into the possession of persons other than those authorized by this Agreement to have access to it; and
      2. only permit those employees, agents, representatives, or affiliates of Recipient who are authorized to participate, directly or indirectly, in discussions between the parties and who have agreed to the terms hereof to have access to Confidential Information. In the event of any unauthorized use or disclosure or loss of any Confidential Information referenced in this section, Recipient shall promptly, at its own expense: (a) notify the Disclosing Party in writing; (b) take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the violation or the damage resulting therefrom; and (c) cooperate in all reasonable respects with the Disclosing Party to minimize the violation and any damage resulting therefrom.
    3. Permitted Use. In the event Recipient is required by order of a court of competent jurisdiction, administrative agency or government body, or by any law, rule, regulation, subpoena, or any other administrative or legal process, or by applicable regulatory or professional standards to disclose Confidential Information, Recipient may disclose the requested information without liability hereunder, provided that, to the extent permitted by applicable law or regulation, Recipient gives the Disclosing Party prompt notice of any such requirement.
    4. Designation and Scope of Confidential Information. All written or oral information which Disclosing Party discloses to Recipient shall be deemed confidential and proprietary and included within the scope of the term Confidential Information whether such information be in tangible media or in the intangible memory of Recipient, its employees, agents, representatives, or affiliates, except that the Confidential Information shall in no event include any information to the extent that: (a) it was in the public domain at the time of its disclosure to Recipient without breach of this Agreement; (b) it comes to Recipient from a third party who has no obligations to maintain its confidentiality; (c) it becomes part of the public domain without fault of the Recipient; (d) Recipient can demonstrate that such information was independently developed by Recipient without use of the Confidential Information; or (e) was in the Recipient’s possession before receipt from the Disclosing Party and is so demonstrated promptly.
    5. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information, and Trade Secrets are made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
    6. Return of Materials. If the parties fail to consummate the transactions described above, Recipient shall promptly return to the Disclosing Party all copies of any materials or documents containing Confidential Information. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information.
    7. Right to Develop. The terms of this Agreement shall be construed to limit the Second Party’s right to develop independently or acquire products, procedures, or methods with the use of the Company’s Confidential Information. This Agreement will prohibit the Second Party from developing its own products, concepts, systems, methods or techniques that are similar to or compete with the products, concepts, systems, methods or techniques contemplated by or embodied in the Confidential Information provided.
    8. Term. This Agreement may be terminated upon ten (10) days prior written notice, but any existing confidentiality or nondisclosure obligations shall survive such termination.
    9. Equitable Relief and Attorney’s Fees.
      1. Recipient acknowledges that monetary relief alone may not be a sufficient remedy for unauthorized disclosure and use of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
      2. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
    10. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
    11. Miscellaneous
      1. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties.
      2. Your obligations under this agreement are neither delegable nor assignable. We may assign this agreement at our discretion.
      3. This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Arizona.
      4. This Agreement shall be binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives; provided, however, that neither party may assign its rights under this Agreement without prior written consent of the other party. The failure to enforce any provision of this Agreement shall not constitute a waiver of any provision hereof.
      5. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.
      6. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements related to such subject matter.
      7. If any part of this agreement is found unenforceable or void in a final judicial determination, the Second Party and the Company will reform this agreement so as to most closely approximate the original intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of :

Physician Provider:

Full Name:



Attachment A

Intellectual Property” which includes information relating to the Disclosing Parties proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, programs, apps, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets).

Marketing and Development Information” which includes marketing and development plans of the Disclosing Party, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Disclosing Party which have been or are being discussed.

Business Operations” which includes internal personnel and financial information of the Disclosing Party, patient records, methods of operation, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Disclosing Party’s business.

Product Information” which includes all specifications for products of the Disclosing Party as well as work product resulting from or related to work or projects of the Disclosing Party, of any type or form in any stage of actual or anticipated research and development.
“Production Processes” which includes processes used in the creation, production and manufacturing of the work product of the Disclosing Party, including but not limited to; formulas, patterns, molds, models, techniques, specifications, processes, procedures, equipment, devices, programs and designs.

Proprietary Computer Code” which includes all sets of statements, instructions or programs of the Disclosing Party, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support Computer Programs.

Computer Technology” which includes all scientific and technical information or material of the Disclosing Party, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how.

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Signed by Kris Smith
Signed On: June 11, 2018

GSC Therapy
Signature Certificate
Unique Document ID: e0d35191ebc710b026abca6190b602e1fef3435c
Timestamp Audit
June 11, 2018 10:54 am MSTPHYSICIAN NON-DISCLOSURE AGREEMENT Uploaded by Kris Smith - IP