STANDARD NON-DISCLOSURE AGREEMENT

WHEREAS, the Disclosing Party possesses certain proprietary and confidential information relating to a business opportunity (the "Business") that may be disclosed to the Receiving Party for the purpose of evaluating a potential transaction between the parties (the "Purpose"); and

WHEREAS, the Receiving Party acknowledges the confidential nature of such information and agrees to be bound by the terms of this Agreement.

1.1 "Confidential Information" means any and all information, technical data, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, or finances, disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Confidential Information includes, without limitation:

• Financial statements, tax returns, and revenue/EBITDA data
• Patient/client lists, contracts, and referral sources
• Pricing strategies and fee schedules
• Operational procedures and employee information
• Intellectual property, trade secrets, and proprietary methodologies
• Strategic plans and growth projections
• Vendor and supplier agreements
• Any information marked "Confidential" or reasonably understood to be confidential

2.1 Non-Disclosure. The Receiving Party agrees to hold the Confidential Information in strict confidence and shall not disclose such information to any third party without the prior written consent of the Disclosing Party.

2.2 Limited Use. The Receiving Party shall use the Confidential Information solely for the Purpose of evaluating a potential transaction and shall not use such information for any other purpose.

2.3 Protection of Information. The Receiving Party shall take reasonable measures to protect the Confidential Information, using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

2.4 Limitation on Access. The Receiving Party shall limit access to the Confidential Information to those employees, officers, or advisors who:

• Have a legitimate need to know such information for the Purpose
• Are bound by written confidentiality obligations at least as restrictive as those contained herein
• Have been informed of the confidential nature of the information

2.5 No Copying. The Receiving Party shall not copy, reproduce, or duplicate any Confidential Information without the prior written consent of the Disclosing Party.

3.1 The obligations of this Agreement shall not apply to information that the Receiving Party can demonstrate by competent evidence:

• Is or becomes generally available to the public through no fault of the Receiving Party
• Was in the Receiving Party's possession prior to disclosure without an obligation of confidentiality
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure

4.1 Legal Requirements. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall:

• Promptly notify the Disclosing Party of such requirement
• Cooperate with the Disclosing Party's efforts to obtain a protective order
• Disclose only the minimum information required to comply

4.2 Professional Advisors. The Receiving Party may disclose Confidential Information to its attorneys, accountants, financial advisors, and lenders who are bound by confidentiality obligations, provided such disclosure is necessary for the Purpose.

5.1 This Agreement shall commence on the Effective Date and continue for a period of five (5) years from the date of last disclosure.

5.2 The obligations of confidentiality with respect to trade secrets shall survive indefinitely, or for as long as such information remains a trade secret under applicable law.

6.1 Upon the Disclosing Party's request, or if the Receiving Party decides not to proceed with a transaction, the Receiving Party shall promptly:

• Return all copies of Confidential Information (including all notes, summaries, and extracts)
• Permanently delete all electronic copies of Confidential Information
• Provide written certification of compliance with this Section

7.1 The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement. Accordingly, the Disclosing Party shall be entitled to seek:

• Injunctive relief without the requirement of posting bond
• Specific performance of the obligations herein
• All damages caused by the breach, including consequential damages
• Reasonable attorneys' fees and costs incurred in enforcing this Agreement

8.1 Nothing in this Agreement grants the Receiving Party any patent, copyright, or other intellectual property license with respect to the Confidential Information.

8.2 The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

9.1 Neither party is obligated to proceed with any transaction by virtue of this Agreement. This Agreement does not create any partnership, joint venture, or agency relationship between the parties.

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

10.2 The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas, for any disputes arising under this Agreement.

11.1 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether written or oral.

11.2 This Agreement may be amended only by a written instrument signed by both parties.

12.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.1 The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.