Confidentiality

This CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of 05/09/25   by and between DentNet Provider Group PLLC, DentNet Operating Group LLC, and each of his or its successors and assigns (collectively, the “Disclosing Party” or “DentNet”) and  Xin Chen D.M.D. P.L.L.C., and its owners, successors, and related entities (“you” or the “Receiving Party”).

This Agreement is a binding agreement between DentNet and you. BY CLICKING ACCEPT, YOU AFFIRM THAT YOU ACCEPT AND ARE BOUND BY THIS AGREEMENT AND HAVE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND FORM A BINDING AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT CLICK ACCEPT.
By clicking accept, you acknowledge and agree as follows:

1.General. In connection with (i) the evaluation of a potential business relationship, (ii) an existing business relationship, and/or (iii) all future business relationships between the parties, including, but not limited to, the potential or actual provision of services by DentNet to the Receiving Party and/or the ownership of DentNet by the Receiving Party (the “Permitted Use”), the Disclosing Party will disclose to the Receiving Party certain Confidential Information.

2. Confidential Information. “Confidential Information” means information of any type or form (whether visual, written, oral, or otherwise) that is disclosed in connection with the Permitted Use (either intentionally or unintentionally) by the Disclosing Party (either directly or through one or more third parties) to the Receiving Party or one of its affiliates, agents, advisors (including, without limitation, attorneys, accountants, consultants and financial advisors), or representatives (each a “Representative”), regardless of whether such information is marked or indicated as being confidential. Confidential Information includes information of any kind related to the Permitted Use including, but not limited to, operations, strategy, know-how, research, formulae, contracts, business models, cost and pricing data, payor data, customer and supplier lists, practice sales status, trade secrets, intellectual property, organizational, business, legal, technological data, and the like, including information that the Receiving Party knows, or reasonably should know under the circumstances to be Confidential Information. Confidential Information also includes information of or relating to third parties that is disclosed by the Disclosing Party to the Receiving Party.

3. Exclusions. Confidential Information shall not, however, include any information that, as shown by documentation, (i) is publicly known prior to the time of disclosure by the Disclosing Party, (ii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, (iii) is obtained by the Receiving Party from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by court order, applicable law or regulation, provided that the Receiving Party shall give the Disclosing Party prompt written notice and sufficient opportunity to object to such use or disclosure, or to request confidential treatment of the Confidential Information.

4. Maintain Confidentiality. The Receiving Party agrees that it will: (i) not disclose Confidential Information to any third party without the prior written consent of Disclosing Party, except as otherwise provided in this Agreement; (ii) use the utmost care in order to safeguard against disclosure of Confidential Information; (iii) promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and take reasonable steps to regain possession of Confidential Information and prevent further unauthorized actions or other breaches of this Agreement; (iv) return all Confidential Information, or certify its destruction, upon the written request of the Disclosing Party; (v) not use the Confidential Information for any purpose other than in connection with the Permitted Use; (vi) not copy, recompile or create derivative works of the Confidential Information.

5. Permitted Disclosure. In no instance shall Receiving Party disclose Confidential Information except as expressly permitted below:

(i) If communicating with a practicing dentist, Receiving Party may discuss its experience with DentNet and the benefits it has received. Receiving Party shall characterize DentNet as a dental cooperative or group that allows dentists to get better insurance contracts, vendor pricing, and exit opportunities. Receiving Party may disclose that DentNet helps dentists receive better insurance contracts by using group data to inform dentists’ participation decisions, that DentNet secures volume-based pricing discounts from vendors, that DentNet helps to advantageously structure the sale of practices when dentists wish to sell, and that dentists retain full control over their practice. Beyond the aforementioned, Receiving Party shall direct dentists to the Disclosing Party for further information.
(ii) If discussing with any party other than a practicing dentist, including, but not limited to, insurance carriers, suppliers, labs, vendors, or Representatives, Receiving Party may characterize DentNet as a dental group or DSO, but shall not disclose any Confidential Information and shall direct said parties to the Disclosing Party for further information.
(iii) Notwithstanding the foregoing, if discussing with its employees or officers, Receiving Party will restrict the disclosure of Confidential Information to only its employees and officers who need to know the Confidential Information for the Permitted Use and who shall agree in writing to abide by the terms of this Agreement.

6. Discussions to Remain Confidential. Receiving Party shall not, and shall not permit any of its affiliates, or any of such Receiving Party’s or its affiliates' Representatives to, without the prior written consent of the Disclosing Party or except as required by law, disclose: (i) the fact that the Confidential Information has been made available to the Receiving Party or its Representatives or that the Receiving Party or its Representatives has received or inspected any portion of the Confidential Information; (ii) the existence or contents of this Agreement or any subsequent agreement entered into between the parties; (iii) the fact that investigations, discussions, or negotiations are taking or have taken place concerning between the parties, including the status thereof; or (iv) any terms, conditions, or other matters relating to the Permitted Use.

7. DentNet Contracts. In the event a Receiving Party discloses any DentNet related contract to any person without the prior written consent of the Disclosing Party, Receiving Party shall be in breach of this Agreement and shall be deemed to have appropriated such contract for its own use and shall owe to the Disclosing Party the Disclosing Party’s cost to create such contract as compensation for each such breach, to be paid by certified check within fifteen (15) business days of notice by the Disclosing Party. The amount payable under this Section 7 is in addition to any other legal or equitable remedies available to the Disclosing Party pursuant to this Agreement or applicable law.

8. No Warranty. All Confidential Information is provided “as is,” and the Disclosing Party makes no representations or warranties (either express or implied) of any kind under this Agreement with respect to any Confidential Information disclosed hereunder. The Disclosing Party shall have no liability to the Receiving Party relating to or resulting from any errors, inaccuracies or omissions in the Confidential Information.

9. Indemnification. The Receiving Party shall defend, indemnify, and hold harmless the Disclosing Party, its affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, in connection with any third-party claim, suit, action, or proceeding arising out of or resulting from a breach of this Agreement by the Receiving Party or any of its Representatives.

10. No License; Trademark. Nothing in this Agreement grants any rights to the Receiving Party in or to the intellectual property, name, tradename, trademark, or Confidential Information of the Disclosing Party, except as expressly set forth in this Agreement. All documents and other tangible objects (including electronic media) containing or representing Confidential Information that has been disclosed to the Receiving Party, and all copies and summaries thereof and reports or other works derived therefrom, shall be and remain the property of the Disclosing Party.

11. Disclosure of Regulated Data. Neither party will disclose sensitive, protected health, personal financial or any other regulated data unless and until the proper underlying contracts in compliance with such regulated data, such as a primary agreement, a Data Protection Agreement and/or a Business Associate Agreement have been executed.

12. Duty to Protect. The obligations of each party hereunder shall continue for a period of five (5) years from the later of (a) the date Confidential Information is disclosed by the Disclosing Party to the Receiving Party, or (b) the termination of any ownership, services, or other contractual arrangement or agreement between the Disclosing Party and the Receiving Party. Notwithstanding the foregoing, the terms of this Agreement will survive so long as, and apply to, any Confidential Information that is retained by the Receiving Party.

13. Notices. All notices shall be in writing or electronic mail. When submitted in writing, notice shall be considered delivered and effective three (3) days after mailing when sent by registered or certified mail return receipt requested, postage prepaid and addressed to the intended recipient’s address as stated below or such other address as a party may specify from time to time in writing to the other party. When submitted via electronic mail the notice shall be considered delivered and effective on the date a party receives such notice

DentNet Address for Notices:		Practice Address for Notices
5825 Laurel Lane, Prospect, KY 40059		10700 Kettering Dr, Suite A and B, Charlotte, NC 28226
Email: AG@DentNetGroup.com		xccchen@yahoo.com

14. Governing Law; Jurisdiction; Venue. The Agreement shall be governed by and construed in accordance with the laws of the Kentucky excluding its conflict of laws rules, and the parties agree to submit disputes arising out of or in connection with this Agreement to such jurisdiction and venue.

15. Remedies. Due to the possibility that the Disclosing Party might not be adequately compensated by money damages in the event of the Receiving Party’s breach of any of the provisions of this Agreement, the Disclosing Party may, in addition to any other right or available remedy, seek an injunction or other equitable relief restraining such breach or any threatened breach and to specific performance of any provision of this Agreement. In the event of any legal action or proceeding arising out of or resulting from the Agreement, the prevailing party shall also be entitled to recover its reasonable attorney’s fees, damages and costs thereby incurred.

16. Defense Against Trade Secrets Act. Nothing in this Agreement shall affect the Receiving Party’s immunity under 18 United States Code Sections 1833(b) (1) or (2).

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

18. Amendment. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties.

19. Assignment. This Agreement may not be assigned by the Receiving Party without the Disclosing Party’s prior written consent.

20. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining unaffected terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which, taken together, shall constitute one and the same. This Agreement may be executed by electronic means, including via facsimile signatures, signatures delivered by e-mail via a “PDF” file, or signatures delivered via “Click To Accept” , and such will have the same effect as an original signature.

22. Entire Agreement. The Agreement represents the entire agreement between the parties regarding the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, by or between the parties with respect to the Confidential Information, whether heretofore or hereafter disclosed to the Receiving Party.