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This Confidentiality Agreement (this “Agreement”) is entered into as of the date “Recipient” signs below.

• Background. Recipient is interested in discussing and evaluating a possible transaction involving DDSMATCH.COM, LLC, an Indiana limited liability company or one of its affiliates (the “Disclosing Party”), as agent for the seller (the “Seller”) of certain assets (“Possible Transaction”). In furtherance thereof, it is anticipated that certain confidential, financial, proprietary and other information, data, documents, agreements and materials concerning the Seller, including, without limitation, business plans and opportunities, client lists, trade secrets and pricing and supplier information (the “Confidential Information”) will be disclosed to or delivered by or on behalf of the Seller by the Disclosing Party to Recipient and to certain of its affiliates, general partners, managing members, directors, officers, employees or advisors (collectively, “Representatives”). Recipient hereby represents and warrants that Recipient is not acting as a broker for or representative of any other person or entity in connection with the Possible Transaction, and is considering the Possible Transaction only for its own account.



• Confidential Information. As used in this Agreement, the term “Confidential Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to the Recipient or its Representatives, in whatever form or medium and whether or not marked as confidential or proprietary. Notwithstanding the foregoing, the term “Confidential Information” does not include information which (a) Recipient can demonstrate was in the possession of the Recipient prior to the time of disclosure to Recipient by or on behalf of the Disclosing Party, (b) was or becomes generally available to the public through no act or omission of the Recipient or its Representatives in violation of this Agreement, or (c) becomes available to the Recipient from a third party not known by Recipient (following reasonable inquiry) to be under any obligation of confidentiality to the Disclosing Party and the Seller with respect thereto or otherwise prohibited from disclosing such information by any legal, contractual or fiduciary obligation.



• Use and Disclosure of Confidential Information. Recipient, and its Representatives who need to know the Confidential Information for purposes of advising Recipient in connection with the Possible Transaction, shall use the Confidential Information only for the purpose of evaluating, negotiating or advising in connection with the Possible Transaction. The Confidential Information shall not be used for any other purpose. The Recipient and such Representatives shall hold the Confidential Information in confidence, and shall not disclose any Confidential Information, except where such disclosure is requested or required by law or judicial process Recipient agrees to give the Disclosing Party prompt notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Recipient shall exercise reasonable efforts to assist the Disclosing Party in obtaining such order or remedy. If, in the absence of a protective order, the Recipient is nonetheless, in the opinion of the Recipient's counsel, compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or penalty, the Recipient may disclose such information without liability hereunder; provided, however, that Recipient gives the Disclosing Party notice of the information to be disclosed as far in advance of its disclosure as is practicable, uses all reasonable efforts to limit any such disclosure to the precise terms of such requirement, and uses reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. Without limiting the above, Recipient shall take all reasonable action by instruction, agreement, or otherwise with respect to Recipient’s employees or other persons permitted access to the Confidential Information to cause them to comply with Recipient’s obligations under this Agreement, including with respect to the use, protection, and security of the Confidential Information. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives (as if they were original parties and signatories hereto), and agrees, at its sole expense, to take reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.



• Additional Non-Disclosure Obligations. Without the prior written consent of the Disclosing Party, Recipient will not, and will cause its Representatives not to, disclose to any person or entity (a) that the parties have entered into this Agreement or that Confidential Information has been made available to Recipient or its Representatives, (b) that discussions are taking place concerning a Possible Transaction, or (c) any terms or other facts with respect to the Possible Transaction, including the status thereof.



• Ownership of Confidential Information; No Representations or Warranties.The Recipient agrees that the Seller is and shall remain the exclusive owner of Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.



• Return or Destruction of Confidential Information. The Disclosing Party may elect at any time to terminate further access by Recipient to the Confidential Information. At any time Recipient determines not to proceed with the Possible Transaction, Recipient will promptly notify the Disclosing Party in writing. The Recipient shall, upon the written request of the Disclosing Party or upon its determination not to proceed with the Possible Transaction, return or destroy all Confidential Information in the possession of the Recipient (and all copies and reproductions thereof). Any destruction of materials shall be confirmed by Recipient in writing. Any Confidential Information that cannot be returned or destroyed (such as oral Confidential Information) shall remain confidential, subject to the terms of this Agreement.



• No Representations; Freedom to Conduct Process. Recipient understands and acknowledges that neither the Disclosing Party nor any of its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Recipient agrees that neither the Disclosing Party nor any of its representatives shall have any liability to Recipient or any of Recipient’s Representatives relating to or resulting from Recipient’s or their use of the Confidential Information or any errors therein or omissions therefrom. Recipient further understands and agrees that (i) the Disclosing Party (a) shall be free to conduct the process for a Possible Transaction as it in its sole discretion shall determine (including changing or terminating such process, providing any information to any other person or entity, negotiating with any other person or entity, or entering into a definitive agreement with any other person or entity with respect to any transaction, in each case, at any time and without notice to Recipient or any other person or entity) and (b) shall be free at its sole discretion to at any time accept or reject any proposal relating to the Disclosing Party for any reason without notice to Recipient or any other person or entity, and (ii) Recipient shall have no claim against the Disclosing Party or any of its representatives in connection with any of the foregoing.



• No Obligation to Consummate a Possible Transaction. This Agreement binds the parties only with respect to the matters expressly set forth herein. As such, unless and until a definitive written agreement regarding a Possible Transaction between the Disclosing Party or one of its members or affiliates and the Recipient has been executed, (a) neither the Disclosing Party, its members or affiliates, nor the Recipient will be under any legal obligation of any kind whatsoever to negotiate or consummate a Possible Transaction, and (b) Recipient will have no claim whatsoever against the Disclosing Party or its members or affiliates, or any of their respective directors, officers, members, shareholders or representatives arising out of or relating to any Possible Transaction.



• Injunctive Relief. Recipient agrees that money damages would not be a sufficient remedy for any breach of this Agreement, and that the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The parties further agree to waive and to use their best efforts to cause their respective directors, officers, employees or agents to waive, any requirement for the securing or posting of any bond in connection with such remedy. The parties agree that the prevailing party in any enforcement action or proceeding regarding this Agreement shall be entitled to recover all reasonable attorney fees from the non-prevailing party. Such remedies shall not be deemed to be the exclusive remedies for breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to the Disclosing Party.



• No Waiver. No failure or delay by the Disclosing Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.




• Miscellaneous. This Agreement (i) shall be governed by, and construed in accordance with, the laws of the State where the assets are located applicable to contracts entered into and to be performed wholly within said State, (ii) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (iii) may not be amended, except in writing, and (iv) may be executed in counterparts. If any provision of this Agreement, or the application thereof to any person, entity, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect.



• Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party.



• No Waiver of Privilege. To the extent that any Confidential Information includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information to Recipient or any of its Representatives.



• Conflict Waiver. To the extent that any Confidential Information includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information to Recipient or any of its Representatives.

    This Agreement is entered into effective as of ________________ (the "Effective Date") and is by and between _____________________________________ (hereinafter referred to as "Professional") with its principal place of business at ___________________________________ and ddsmatch.com, LLC with its principal place of business at 12800 North Meridian Street, Suite 400, Carmel, Indiana 46033 (hereinafter referred to as "Broker").

WHEREAS, Professional desires to grant to Broker the exclusive right to market for sale or merger Professional's dental practice, and Broker desires to obtain such exclusive right, all on the terms and conditions set forth herein.

    In consideration of the mutual covenants herein contained the parties hereby agree as follows:

EXCLUSIVE AGREEMENT. Professional hereby grants Broker the exclusive right to offer for total or partial sale or merger (each, a "Potential Transaction"), Professional's dental practice, ________________________________, (the "Practice"). Additionally, Professional grants Broker the exclusive right to recruit to and place at the Practice a dental associate. During the Term of this Agreement, as hereinafter defined, Professional will promptly refer to and notify Broker of all inquiries and offers received by Professional regarding the Practice.

BROKER OBLIGATIONS.
Broker shall undertake to find an interested party (an "Interested Party") for a Potential Transaction with the Practice and assist Professional with such a Potential Transaction. Broker's obligations include:
Unless otherwise required by law or regulation, Broker shall be responsible for procuring and maintaining, at Broker's expense, all licenses required by any governmental agency for transacting business under this Agreement. Broker shall also be responsible for obtaining an appointment with the Practice. Broker understands and acknowledges that Practice shall pay no compensation on business produced before Broker is appropriately licensed and appointed by the Practice.

Broker agrees to comply with the Practice's policies and procedures as they may be amended from time to time with respect to the conduct of the Practice's business and to comply with the laws and regulations of any jurisdiction to which Broker may be subject.

PROFESSIONAL'S RIGHTS AND RESPONSIBILITIES. Professional may withdraw the Practice from the market at any time and may reject any offer for any reason whatsoever and shall retain the sole right and privilege of approving the terms of any Potential Transaction. No offer shall be considered binding upon Professional unless the contract is signed by the Professional. Professional represents that he/she has the legal right and all necessary power and authority to sell, either in part or in whole, or to consummate a merger with respect to, the Practice.

CONFIDENTIALITY. Professional and Broker agree to be bound by the confidentiality agreement previously signed by both parties, and attached hereto as Exhibit A (the "Confidentiality Agreement").

INDEPENDENT CONTRACTOR. It is expressly understood and agreed that the relationship between Professional and Broker is that of principal and independent contractor and nothing contained herein is intended to or shall be constructed to constitute or establish any other type of relationship. The parties are not joint venturers or partners and there is no employer/employee relationship between the parties. Neither the Practice nor Professional shall exercise any direction or control over the time or activities of Broker or its employees or associates.

LIMITED AUTHORITY. Broker is not authorized to: (a) make or amend any contract, incur any debt or extend any credit on behalf of the Practice or Professional; (b) alter, waive or modify any of the terms, conditions or limitations of any application for insurance or policy issued; or (c) waive any of Professional's or the Practice's rights or privileges under any agreement made by the Practice or under any of the Practice's policies and procedures. Broker agrees that if Broker obligates the Practice in any manner prohibited by this section, Broker shall be liable to Practice for any loss resulting therefrom, including, but not limited to, costs and attorney fees incurred by the Practice in defending claims asserted by third parties in such cases.

COMPENSATION OF BROKER. As compensation for the services performed by Broker under this Agreement, Professional will pay Broker fees and commissions in accordance with the Schedule of Compensation shown in Exhibit B which is attached hereto and made a part hereof. This commission is Broker's sole compensation from Professional for the services hereunder.

TERM AND TERMINATION. Unless earlier terminated in accordance with the terms and conditions contained herein, the initial term of this Agreement shall commence on the Effective Date and end on the date which is eighteen (18) months after the Effective Date (the "Initial Term"). This Agreement shall automatically renew for consecutive one (1) year terms (each a "Renewal Term"), unless either party delivers written notice to the other party of non-renewal at least thirty (30) days prior to the end of the Initial Term or the then current Renewal Term. The Initial Term and all Renewal Terms are collectively referred to herein as the "Term". Termination shall not effect Broker's right to commissions with respect to business conducted before termination unless Professional terminates this Agreement for cause, in which case no commissions or any other compensation shall be paid or payable. For purposes of this Agreement, "cause" shall mean fraud, malfeasance or material breach of this Agreement not remedied within thirty (30) days of notice.

PROFESSIONAL ADVICE. Professional agrees that in determining the financial soundness of any Interested Party, Professional will rely solely upon Professional's own investigation and evaluation, notwithstanding Broker's assistance in gathering any financial information.

GENERAL PROVISIONS.

1. All books and records of Broker pertaining to any Potential Transaction and the marketing of the Practice may be subject to inspection by Professional at any reasonable time so long as reasonable prior notification is provided to Broker.
2. All materials coming into the possession of Broker bearing the name of Professional or the Practice or provided by him/her/it to Broker shall remain the property of Professional and shall be returned to Professional upon request. Broker shall not make use of any materials supplied for any purpose other than seeking a Potential Transaction hereunder. Broker agrees to surrender all such materials immediately upon request to Professional.
3. Broker represents and warrants that it is in existence as of the Effective Date and operating with the proper authority from whatever State or local jurisdiction is required. Broker further represents and warrants that the signatory of this Agreement on behalf of Broker has the full power and authority to bind Broker.
4. This Agreement may be altered or amended only in writing by an appropriate amendment to this Agreement, signed by each of the parties.
5. Professional shall not be responsible for any overhead expenses incurred by Broker including but not limited to, office rentals, overhead expenses, advertising, travel expenses, and state and local license fees. Professional shall be responsible for reimbursing Broker for any appraisal fees, assessment fees, interview fees or associate placement fees incurred by Broker in marketing the Practice and seeking a Potential Transaction hereunder, provided that, in the event that a Potential Practice is actually consummated, the Practice/Professional shall receive a credit against Broker's commission in an amount equal to the total of such fees paid to Broker during the two (2) year period prior to the consummation of such Potential Transaction, as further described on Exhibit B.
6. Failure of either party to enforce or insist upon compliance with any provision of this Agreement at any time shall not be construed as a waiver of its right to enforce or insist upon compliance with such provisions in the future.
7. If any court of competent jurisdiction declares any provision or subparagraph of this Agreement invalid, such invalidity shall not affect any other provision or subparagraph, and to that end, the provisions and subparagraphs of this Agreement are deemed severable.
8. This Agreement shall not inure to the benefit of any successor in interest of Broker nor may Broker assign any interest under this Agreement without Professional's prior written agreement.
9. This Agreement and the Confidentiality Agreement set forth the entire agreement between the parties and it is expressly understood and agreed there are no promises, agreements or understandings other than those contained herein and therein; that all prior agreements and understandings, other than the Confidentiality Agreement, between Professional and Broker are hereby superseded, whether written or oral; and that no officer, employee or other representative of Practice has any authority to obligate Practice by any terms, stipulations or conditions not expressed in this Agreement or the Confidentiality Agreement unless the same be in writing and attached to and made a part of this Agreement.
10. Notices under this Agreement shall be given by delivering or mailing a copy to the party entitled to notice. Notice by mail shall be deemed sufficiently given when mailed by certified mail, postage prepaid, addressed to:
       To Professional: 
        Attn: 
        To Broker: ddsmatch.com, LLC
        12800 North Meridian Street
        Suite 400
        Carmel, Indiana 46033
        Attn: Thad Miller
11. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of Indiana applying to contracts to be performed entirely within that State without giving effect to the law of conflicts. The parties irrevocably consents to the jurisdiction and venue of the courts sitting in Hamilton County, Indiana for any suits arising out of or relating to this Agreement.
    

[Signature Page to Follow]
[Signature Page to Exclusive Listing Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

  
("Professional")


by:  
  

and

ddsmatch.com, LLC
("Broker")


by:  
 Thaddeus J. Miller
its: Manager


Under this Agreement, Professional agrees that if the closing of a Potential Transaction occurs prior to the expiration or termination of the Term of the Agreement or for a period of two (2) years thereafter, Professional shall pay to Broker a commission (the "Commission") equal to ten percent (10%) of the total consideration paid in such Potential Transaction. For purposes of this Agreement, "total consideration" shall include without limitation, cash, cash equivalents, the amount of any promissory note or other negotiable instrument and the value of any securities.

Seller shall pay the Commission within five (5) business days of the occurrence of all of the following events:

1. Broker procures an Interested Party;
2. the execution and delivery by Professional and such Interested Party of a definitive agreement for a Potential Transaction; and
3. the closing of the Potential Transaction.

Within ten (10) business days after the end of the Term of this Agreement, Broker will provide Professional a written list of potential Interested Parties (the "List"). If Professional consummates a transaction with any of the Interested Parties on the List at any time after the expiration or termination of this Agreement, notwithstanding any other time limitation contained herein, Professional agrees to pay Broker the Commission in accordance with this Exhibit B.

As agreed upon by the parties, Professional shall also pay to Broker (during the course of the Potential Transaction but prior to any actual closing) certain fees for services performed by Broker on behalf of or for the benefit of Professional, including but not limited to recruitment, appraisal and assessment fees set forth in Schedule I, attached hereto and incorporated herein ("Fees"). Such Fees are non-refundable, but shall be credited toward the Commission for any closing occurring within two (2) years of the performance of such services and owing of the Fees.


Step One: Vision Discovery Session $3,500 per selling dentist (incorporating Dr. Charles Blairâ™s Practice Boosters)

Step Two: Partnership Match Process $750

Step Three: Practice Evaluation Session $3,500

Step Four: Vision Alignment Breakthrough (included in Vision Reveal and Match fee)

Step Five: Vision Reveal and Match Completion (10% of sale price minus costs already paid) 

Additional services:

• Merger if match already located: 10% of sale price
• Buyer Representation (for out of area clients) $4,500
• Associateship placement and documentation $7,000 GP/$9,500 Specialty
• If partnership happens within 2 years, ddsmatch will provide contracts and documentation placement fee will be credited toward practice sale fee.
• Practice Boosters without assessment $1,750