AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION
THIS AGREEMENT is made this ______ day of __________, by and between ___________________________, a
corporation having its principal place of business at _________________________, and each of its employees and
agents (“CLIENT”) and Healthcare Reimbursement Resource Group, L.L.C., (“HRRG”), a Missouri corporation having its
principal place of business in Missouri, collectively referred to herein as the “PARTIES”.
WHEREAS HRRG desires to obtain certain Confidential Information from Client for the purpose of providing
reimbursement services to CLIENT which shall include, but may not be limited to, reviewing, analyzing, and/or otherwise
evaluating its Medicare and other third party reimbursement.
WHEREAS CLIENT desires to obtain certain reimbursement services from HRRG relating to its Medicare and other third
THEREFORE, in connection with the performance of their respective obligations under this Agreement, the PARTIES
agree as follows:
1. Protection of Confidential Information.
a) “Confidential Information” means any and all information, documentation, devices, data, recommendations, or advice
disclosed or made available by HRRG to CLIENT or CLIENT to HRRG and identified by either entity as proprietary,
confidential, copyrighted, trade secret or patented.
b) PARTIES acknowledge and agree that the Confidential Information (I) is a valuable asset in which there is a
substantial investment and (ii) has value, which would be destroyed by disclosure to the public or by use contrary to this
c) In consideration of the disclosure of Confidential Information, both CLIENT and HRRG agree to treat Confidential
Information in confidence and to undertake the following additional obligations with respect thereto:
(i) CLIENT and HRRG will not use any Confidential Information in its own business practices, without the approval of the
(II) CLIENT and HRRG will not copy, in whole or in part, or permit its employees, agents customers or others to copy, in
whole or in part, Confidential Information; without approval of the other PARTY;
(iii) CLIENT and HRRG will not disclose Confidential Information to individuals or entities other than to each other without
(iv) CLIENT will limit access to or dissemination of Confidential Information to those of the CLIENT and HRRG’s
employees, whose responsibilities require knowledge of the Confidential Information. NO OTHER INDIVIDUAL, in their
personal or representative capacity, shall have privy to or otherwise have access to any Confidential Information:
(v) CLIENT and HRRG agree to inform each other immediately in the event that it, or any of its employees,
representatives, or agents, gains knowledge or suspicion that others are duplicating the Confidential Information.
2. Survival of Agreement.
The restrictions and obligations of this Agreement shall survive any expiration, termination or cancellation of this
Agreement and shall continue to bind CLIENT and HRRG, and any and all of its parent corporation, subsidiaries,
affiliates, assigns, representatives, agents, successors, and present and former officers, directors, employees and
Parties acknowledge that a breach of this Agreement could cause irreparable damages to CLIENT and HRRG and that
each shall be entitled to equitable relief including, but not limited to, specific performance and the granting of an
appropriate injunction. In addition, in the event of CLIENT DISCLOSURE of Confidential Information and immediately
upon demand by HRRG, CLIENT agrees to pay HRRG an amount equal to the value of all Savings provided to CLIENT by
HRRG as defined in the Fee Agreement between Parties. Such amount, being agreed to constitute the liquidated
damages due to the amount of actual damages to be sustained on account of any such breach or violation, is
reasonable, incapable of measurement or proof, and not disproportionate to the actual damages likely to be sustained.
CLIENT and HRRG may pursue either or both of the remedies described in this Section 3 concurrently or consecutively
in any order as to any such breach or violation, and the pursuit of one of such remedies at any time will not be deemed
an election of remedies or waiver of the right to pursue the other of such remedies. The prevailing party in an action
brought pursuant to this Agreement shall be entitled to receive attorney’s fees and the costs of bringing such action as
part of its damages.
This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri.
A delay or failure by either party to exercise a right under this Agreement shall not constitute a waiver of that or any other
It is expressly recognized and agreed that in the event any covenant of this Agreement is held invalid or unenforceable
that the same shall not affect any other covenant of this Agreement, and that the remaining covenants hereof shall
remain in full force and effect, and that if the invalidity or unenforceability is due to the unreasonableness of any damages
provision covered by any of said covenants, it shall nevertheless be effective as may be determined to be reasonable by
a court of competent jurisdiction.
7. Binding Effect.
I agree to the terms and conditions as set forth this Agreement by affixing my signature below, and I represent that I have
the authority to enter into this Agreement.
Eugene J. Boron
Healthcare Reimbursement Resource Group (HRRG)
17 Coachlight Drive
Millstadt, Illinois 62260-1801