Disclosure Agreement Pertaining to Health Care Compliance

1. Seller recognizes that there are a variety of state and federal laws, rules, and regulations governing healthcare and including the practice of providing health care services specific to the Seller’s specialty.
2. Many of the compliance regulations center on the documentation of medical necessity, rendering of treatment and the billing of patients and third party insurance carriers for services rendered.
3. The practice statistics, profit and loss statements and tax returns all reflect the actual services and collections of the seller’s clinic. Buyers assume that the numbers provided by the seller are accurate and reflect billing that is in compliance with all state, federal and professional regulations. If it is found, after the sale, that the services and collections prior to the sale were based on non-compliant practices and therefore not sustainable by the Purchaser, the Purchaser may sue for damages and/or revocation of the practice sale.
4. If buyers purchase account receivables from Sellers, the collection of the account receivables should not be delayed or denied due to non-compliance issues involving the seller of the account receivables.
5. If the practice is not in compliance with applicable regulations, such non-compliance can and may lead to significant problems, including but not limited to fines, penalties, probation, revocation, and damages, during and after the closing of the sale.
6. Although it is not required, Agent, Epracticesales, LLC, strongly recommends that Seller have a compliance audit performed prior to completion of the sale in order to ensure that the chiropractic practice is compliant. The compliance audit should be performed by an attorney Certified in Health Care Compliance (CHC). For recommendations, call Epracticesales.
7. Regardless of whether Seller participates in the recommended compliance audit, Epracticesales, LLC is not liable for any damages, rescission, or other liabilities which may be incurred from any non-compliance on the part of Seller and Seller’s chiropractic practice, nor will any fees earned by Epracticesales be forfeited or returned once said fees have been received by Epracticesales.
8. The seller’s agent (Epracticesales) makes no representations or warranties to Buyer about the compliance of the chiropractic practice. Any and all representations regarding the Seller’s Practice, including those representations pertaining to liabilities, assets, and compliance, are made solely by Seller.

CONFIDENTIALITY, NON-DISCLOSURE AND SELLER AGENCY AGREEMENT

EPRACTICESALES, LLC (EPS) and/or ANY LICENSEE or BROKER AFFILIATE (BA), hereinafter referred to as (EPS/BA) will, in connection with the possible purchase of the practice disclosed, furnish proprietary or other confidential information about the practice. This confidential information may include, but is not limited to, information relating to the financial condition, operations, and prospects for future growth of the practice.

In consideration of EPS/BA providing information relative to ANY/ALL EPRACTICESALES REPRESENTED LISTINGS, hereinafter referred to as the PRACTICE, the undersigned, by affixing their signature hereto, represents and agrees as follows:

1. The undersigned is not a practice broker or an agent, affiliate, or other representative of a practice broker or a practice management firm;
2. EPS/BA shall be the exclusive listing agent representing the seller of the PRACTICE;
3. The undersigned shall provide to EPS/BA and owner/seller a signed version of this Agreement before any disclosure of confidential information will be made;
4. The undersigned shall not contact, directly or otherwise, any owner, employee, supplier, competitor, attorney, accountant, or client of the PRACTICE, except through EPS/BA, who are designated hereby to be the sole and exclusive agent(s) for such contact;
5. The information and documents disclosed are private in nature and shall remain confidential. Disclosure of any such information or documentation associated with the PRACTICE will cause irreparable harm and damage to the PRACTICE;
6. The undersigned shall not divulge, disseminate, or otherwise reveal or cause to be revealed, except to immediate advisory and fiduciary parties, that the PRACTICE is for sale, and will require of all fiduciaries and/or advisors that they abide by the terms of this Agreement;
7. All communication between parties to the transaction, be they actual or potential, will be through EPS/BA, unless and until specific permission to the contrary is granted by EPS/BA;
8. The undersigned agrees that any confidential information disclosed or obtained as a result of due diligence, shall not be used or divulged for personal benefit other than such associated with the purchase of the PRACTICE;
9. The undersigned will evaluate all information and documentation provided within a reasonable time period. If the undersigned opts not to pursue the proposed transaction, the undersigned will promptly advise EPS/BA of the decision and immediately return all proprietary information without retaining copies, extracts, or summaries thereof. The undersigned understands that this agreement remains binding even after the return of any proprietary material;
10. The undersigned releases and holds harmless EPS/BA with respect to any errors, omissions, or misrepresentations concerning any information or documentation provided to the undersigned in connection with the PRACTICE. Furthermore, EPS/BA make(s) no representation or warranty (express or implied) as to the accuracy and/or completeness of the information or documentation provided. All due diligence will be performed by the undersigned to the satisfaction of the same;
11. The undersigned agrees that the confidential nature of the relationship between EPS/BA and the owner/seller is an asset and that breach of the terms of this Agreement by the undersigned will result in significant harm to EPS/BA. The undersigned therefore agrees that the greater of Five Thousand and no/100 Dollars ($5,000.00) or Seven Percent (7%) of the listed sale price of the PRACTICE is a fair estimate of the damages that EPS will sustain and agrees to the imposition and payment of such sum as liquidated damages to EPS in the event this Agreement is breached by the undersigned. Furthermore, the undersigned agrees that in the event legal action must be instituted to enforce the terms of this agreement, the substantially prevailing party shall be entitled to reasonable attorney fees and costs; and
12. EPS/BA shall not reveal to anyone other than the owner/seller and the BA (if applicable), any conversations, correspondence, or confidential information obtained from the undersigned in regards to this potential transaction.
13. The undersigned state that I am not conducting an investigation on behalf of any governmental agency or any other practice, business, supplier or competitor of Seller or Seller's Agent, Epracticesales, LLC.