User Agreement, Standard Confidentiality Agreement, & Non-Disclosure/Non- Compete Agreements

CONFIDENTIAL INFORMATION.

You, owner, potential owner, employee, or anyone else that see this portal acknowledge that we possess proprietary knowledge consisting of the methods of dental care and operating procedures of Cascade Family Dental Practices, and other confidential information. We may disclose Confidential Information to you, your Owners, or your personnel in the training program, Operations Manual, this portal, and/or in guidance furnished to you.

We will disclose parts of our Confidential Information to you solely for your use in the operation of your Practice. The Confidential Information is proprietary and includes our trade secrets. During the Term and thereafter: (1) you may not use the Confidential Information in any other business or capacity (you and your Owner’s acknowledge this use is an unfair method of competition); (2) you must maintain the confidentiality of the Confidential Information; (3) you may not make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic, or other form; (4) you must implement all reasonable procedures we periodically prescribe to prevent unauthorized use or disclosure of the Confidential Information, including this non-disclosure/non- compete agreements; (5)you must not disclose any of the Confidential Information; (6) you, agree to this Standard Confidentiality Agreement  relating to any trade secrets and confidential information herein described and to conform with the covenants not to compete; (7) you must immediately notify us if there is an improper disclosure and if it is determined that there was negligence in protecting the behavior, you can be sued for damages; and (8) you and your Owners acknowledge that we have no obligation to reimburse you or provide any remuneration for implementing all reasonable procedures that we periodically prescribe to prevent unauthorized use or disclosure of the Confidential Information.

Your restrictions on disclosure and use of Confidential Information do not apply to information or techniques which are or become generally known in the dentistry (other than through your own disclosure), provided you obtain our prior written consent to this disclosure or use.

IN-TERM COVENANTS.

You agree and acknowledge that the Company would be unable to protect the Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Cascade Family Dental Practices if franchised owners of Cascade Family Dental Practices or the dentist or other key personnel of your Practice and Entity were permitted to hold interests in or perform services for a Competitive Business. You also agree that we have granted this franchise and your access to this information with your agreement to deal exclusively with us in any business similar to Cascade Family Dental. Therefore, you agree to have any direct or indirect interest in a Competitive Business, or perform services of any type as an owner, director, officer, employee, consultant, representative or agent, or in any other capacity, in any Competitive Business. The restrictions of this Section and the definition of Competitive Business will not apply to: (1) the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent two percent or less of the number of shares of that class of securities issued and outstanding; or (2) the ownership or operation of other Cascade Family Dental Practices that are licensed or franchised by us or any of our Affiliates.

INFORMATION & NON DISCLOSURE

All processes, ideas, concepts, methods, techniques, or materials used or useful to a dental practice, whether or not constituting protectable intellectual property, that you create, or that are created on your behalf, after your access to this information is the sole property of Cascade Family Dental. If we adopt any of them as part of the System, they will be deemed to be our sole and exclusive property and deemed to be works made-for-hire for us. You must sign whatever assignment or other documents we request to evidence our ownership or to assist us in securing intellectual property rights in these recipes, processes, ideas, concepts, methods, techniques, or materials.
THIS AGREEMENT, effective as of your date of employment and reaffirmed each time you access our Portal or Operation Manual, is between you and Cascade Family Dental and hereby agrees to the following:

1. I will maintain the confidentiality of information disclosed.

“Confidential Information” shall mean information or material obtained here or observed.  By example and without limitation, Confidential Information includes (a) any information that is not currently in the public domain or readily available to the public; and (b) any and all information concerning techniques, ideas, processes, trade secrets, innovations, discoveries, improvements, research or developments and test results, data, strategies, and forecasts.  Information publicly known that is generally employed by the trade at or after the time the undersigned first learns of such information, or generic information or knowledge which the undersigned would have otherwise learned, shall not be deemed part of the Confidentiality Agreement. 

1. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information
2. All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Cascade Family Dental and I agree to turn over all copies of such materials in my possession upon request.
3. This Agreement shall become effective as of the date you enter this portal and access this information.  The provisions hereof shall survive return of the Confidential Information to Cascade Family Dental and contain the entire agreement between the parties with respect to the Confidential Information, and supersedes any previous understandings, commitments, warranties, or agreements, oral or written.
4. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its provisions or conflicts of law. 

 

NON-COMPETE AGREEMENT
1. As an employee or by accessing this confidential information you agree to be bound by  Agreement requires the confidentiality and non-competition covenants contained here.
2.   You own or intend to own or work for a legal or beneficial ownership interest in Franchisee and acknowledge and agree by accessing this information that you have received good and valuable consideration.  Franchisor may enforce this Agreement directly against you and your Owners (as defined below).

3.   If you are a corporation, partnership, limited liability company or other entity, all persons who have a legal or beneficial interest in you (“Owners”) must also are subject to this Agreement.

4.   You may gain access to parts of Cascade Family Dental’ s Confidential Information as a result of investing in Franchisee and working with the company. The Confidential Information is proprietary and includes Cascade Family Dental’s trade secrets. You hereby agree that you (a) will not use the Confidential Information in any other business or capacity (such use being an unfair method of competition); (b) will maintain the confidentiality of the Confidential Information; and (c) will not make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic or other form. If you cease to have an interest in this company, you and your Owners, if any, must deliver to Cascade Family Dental any Confidential Information in your or their possession or control.

5.   During the term of the Franchise Agreement and or your employment, you will not, without Cascade Family Dental’s written consent (which consent may be withheld at Cascade Family Dental’s discretion) directly or indirectly (such as through an Affiliate or through your or their Immediate Families) own any legal or beneficial interest in, or render services or give advice in connection with: (a) any Competitive Business located anywhere; or (b) any entity located anywhere which grants franchises, or licenses to others to operate any Competitive Business.

6.   For a period of two years, starting when you cease to be employed by or have interest in the Franchisee or Cascade Family Dental, neither you nor any of your Owners directly or indirectly (such as through an Affiliate or through you or their Immediate Families) shall own a legal or beneficial interest in, or render services or give advice to: (a) any Competitive Business operating within a radius of five miles of any Cascade Family Dental Practice then in operation or under construction; (b) any entity which grants franchises or licenses other interests to others to operate any Competitive Business; or (c) recruit or hire any person who is an employee of yours, ours or of any Cascade Family Dental Practice operated by us, our Affiliates or any franchisee of ours without obtaining the employer’s consent, which consent may be withheld for any reason. If you or any of your Owners fail to or refuse to abide by any of the foregoing covenants and Cascade Family Dental obtains enforcement in a judicial or arbitration proceeding, the obligations under the breached covenant will continue in effect for a period of time ending two years after the date of the order enforcing the covenant.

7.   You and each of your Owners expressly acknowledge the possession of skills and abilities of a general nature and the opportunity to exploit these skills in other ways, so that enforcement of the covenants contained will not deprive any of you of your personal goodwill or ability to earn a living. If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope or in terms of geographic area, type of business activity prohibited and/or length of time, but could be rendered enforceable by reducing any part or all of it, you and we agree that it will be enforceable to the fullest extent permissible under applicable law and public policy. In addition to relief as may be available at equity or law, Cascade Family Dental may obtain in any court of competent jurisdiction any injunctive relief, including temporary restraining orders and preliminary injunctions, against conduct or threatened conduct for which no adequate remedy at law may be available or which may cause it irreparable harm. You and each of your Owners acknowledge that any violation of this or hereof would result in irreparable injury for which no adequate remedy at law may be available. If Cascade Family Dental files a claim to enforce this Agreement and prevails in this proceeding, you must reimburse Cascade Family Dental for all its costs and expenses, including reasonable attorneys’ fees.

8.         This Confidentiality and Non-Competition Agreement does not supersede nor cancel any prior understandings and agreements you and your Owners had with respect to these matters, including any provision of the Franchise Agreement and previously entered into pertaining to confidentiality. You have read this Confidentiality and Non- Competition Agreement thoroughly, understand it, and agree to  it freely and voluntarily.