The parties wish to explore a potential business relationship involving AI-driven dental practice operations technology and services (the "Purpose"). In connection with this Purpose, each party may disclose to the other certain confidential and proprietary information. This Agreement governs the use and protection of that information.

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, 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, financial data, and projections
• Patient data, practice management data, and clinical records (governed also by HIPAA)
• Software, source code, algorithms, AI models, and technical architectures
• Product roadmaps, features, and development plans
• Customer and vendor lists, pricing, and commercial terms
• Any information marked "Confidential," "Proprietary," or with similar designation

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

Each party, as a Receiving Party, agrees to:

• Hold the Disclosing Party's Confidential Information in strict confidence
• Use Confidential Information solely for the Purpose described in Section 1
• Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party
• Limit access to Confidential Information to employees, contractors, or advisors who have a need to know and who are bound by obligations at least as protective as this Agreement
• Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information
• Use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care

To the extent any Confidential Information constitutes Protected Health Information ("PHI") as defined under HIPAA, such information shall be governed by the separately executed Business Associate Agreement (BAA) between the parties. In the event of a conflict between this Agreement and the BAA with respect to PHI, the BAA controls.

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt prior written notice of such requirement; (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate relief; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed.

All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, except the limited right to use it for the Purpose described herein.

Upon written request by the Disclosing Party, or upon termination of the business relationship between the parties, the Receiving Party shall promptly return or certify destruction of all Confidential Information and any copies thereof, except to the extent retention is required by applicable law.

This Agreement is effective as of the date last signed below and shall remain in effect for three (3) years. Obligations with respect to Confidential Information that constitutes trade secrets shall survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.

Nothing in this Agreement grants either party any intellectual property rights or any license to use the other party's intellectual property. All Confidential Information is provided "as is" without any representation or warranty, express or implied.

Each party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each party agrees that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any disputes arising under this Agreement shall be resolved exclusively in the courts of Salt Lake County, Utah.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating to confidentiality between the parties. This Agreement may not be amended except by a written instrument signed by both parties.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last signed. Your typed signature on the previous step constitutes a valid electronic signature under applicable law.