Project Empire Registration

Confidentiality Agreement

This CONFIDENTIALITY AGREEMENT (this "Agreement") shall govern the conditions under which we ("Recipient" or "we" or "us" or "our") have agreed to discuss a possible transaction known as Project Empire (the "Potential Transaction") with a diversified healthcare provider of hospitalist services, emergency department staffing and management services, medical provider staffing solutions and walk-in medical services in New York, New Jersey and Connecticut (the "Company"), and its affiliates, whose names shall be disclosed upon our execution hereof. Company and Recipient may be referred to herein individually as a "Party" or collectively as the "Parties."

  1. As a condition to such discussions, we agree to keep strictly confidential all information conveyed by the Company or the Company's "Representatives" (as defined below), including Allen Mooney & Barnes Brokerage Services, LLC and its affiliates ("AMB"), to us or such information conveyed in connection with the Potential Transaction by us or on our behalf to our "Representatives" (as defined below) and in whatever form, whether written or oral, hereinafter referred to as the "Confidential Information," and to refrain from using the same except as provided below. A Party's "Representatives" shall mean all of the Party's subsidiaries and affiliates and its and their respective officers, directors, employees, managers, members, debt financing sources, attorneys, accountants, consultants, agents and financial advisors. Recipient's "Representatives" shall be further defined to mean only those of its Representatives to whom the Confidential Information has been or hereafter is provided.
  2. This Agreement will confirm our agreement to retain in strict confidence all Confidential Information, unless such information (i) is, was or becomes available to us or our Representatives from a source other than the Company or the Company's Representatives, provided that such other source is not known by us to be in violation of any other obligation of confidentiality or nonuse, (ii) was or becomes available to the public from a source other than us or our Representatives, or (iii) is independently developed by us or our Representatives without the use of or reference to any Confidential Information. However, no information shall be deemed to be known to the general public merely because a portion or components of that information are publicly available. We will use such Confidential Information only in connection with our consideration of whether to enter into the Potential Transaction with the Company and, except as otherwise expressly permitted herein, will not otherwise use it in our business or disclose it to others. We shall have the right to communicate the Confidential Information to our Representatives assisting with the Potential Transaction, provided that each such person shall be directed to abide by the terms of this Agreement. We hereby agree that we will be responsible for any breach of any provision of this Agreement by us or our Representatives. We agree to direct all requests for information to AMB. We agree not to initiate, contact, or engage in discussions with any employee, customer, or supplier of the Company regarding the Potential Transaction without the prior written consent of the Company, the Company's legal counsel, or AMB. We agree that, without prior written consent of the Company and except in accordance with the provisions set forth in this Agreement with respect to a "Required Disclosure" (as defined herein), we will not disclose to any other person that we have received Confidential Information, that we are in discussions or negotiations with the Company as to the Potential Transaction, or that the Company is considering the Potential Transaction.
  3. For a period of three (3) years from the date of this Agreement, we and our Representatives agree not to directly or indirectly solicit for employment or employ any Employees of the Company, other than through a public general advertisement or through the use of search firms (in each case not directed at, or targeted to, the Company or any of the Company's Employees). "Employees" shall be defined as any employee of the Company.

  4. We acknowledge that neither the Company nor any of the Company's Representatives makes any representation as to the accuracy or completeness of such Confidential Information and that neither the Company nor any of the Company's Representatives shall have any liability to us as a result of our reliance on or use of such Confidential Information. We agree that, until a definitive acquisition agreement is executed between us and the Company, the Company has no legal obligation of any kind whatsoever with respect to any transaction (including the Potential Transaction) by virtue of this Agreement or otherwise. Notwithstanding the preceding sentence, nothing in this Agreement shall prohibit the enforcement of any binding terms of an executed letter of intent or any other definitive written agreement between us and the Company.

  5. We acknowledge that (i) the Company and AMB will conduct the process for the Potential Transaction in their sole discretion (including, without limitation, negotiating with any prospective party and entering into definitive agreements without prior notice to us or any other person), (ii) any procedures relating to the Potential Transaction may be changed at any time without notice to us or any other person, (iii) the Company shall have the right, in its sole discretion, to reject or accept any potential party, proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason, and (iv) we shall have no claims whatsoever against the Company or the Company's Representatives (including AMB) arising out of or relating to such actions.

  6. Promptly upon a written request by or on behalf of the Company, we agree to destroy and shall direct our Representatives to destroy (and we shall confirm all such destruction in writing by an authorized signatory) all Confidential Information in our or our Representatives' possession or to which either we or our Representatives have access. Notwithstanding the foregoing, we and our Representatives shall (i) be permitted to retain a copy of the Confidential Information to the extent required to comply with applicable law or regulatory authority and (ii) not be required to destroy, delete, or modify any backup tapes or other media pursuant to automated archival processes in our ordinary course of business, provided in each case (i) and (ii) herein, any such Confidential Information retained shall remain subject to the confidentiality and non-use obligations of this Agreement for so long as such Confidential Information is retained.

  7. We may disclose Confidential Information to the extent requested or required by any law, regulation, or legal, regulatory, or judicial process or proceeding or by the rules of any recognized stock exchange, but we will provide prompt advance written notice (to the extent legally permissible) to the Company prior to disclosing any Confidential Information and cooperate with any attempt by the Company (at the Company's sole cost and expense) to obtain confidential treatment thereof. Disclosures pursuant to this paragraph are herein referred to as a "Required Disclosure."

  8. We acknowledge and agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, as a remedy for any such breach, the Company shall be entitled to seek specific performance, injunctive, and/or other equitable relief. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement. In addition to the Company's other rights hereunder, the Company retains all rights and remedies the Company may have under applicable law. If the Recipient and/or any of the Recipient's Representatives breaches or defaults on any of the terms or conditions of this Agreement, then the Company shall be indemnified, defended and held harmless by the Recipient, and the Company shall recover all losses, damages, costs and expenses incurred, including reasonable attorneys' fees.

  9. This Agreement and all matters arising from or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

  10. We agree and acknowledge that this Agreement cannot be amended or terminated, and no provision may be waived or modified, without the written consent of both Recipient and the Company.

  11. This Agreement will continue for a period of three (3) years from the date hereof.

I understand that a typed version of my name is being accepted as my original signature pursuant to the Federal Electronic Signature Act.

I further understand that by submitting this agreement as an "electronic record" containing my "electronic signature" shall be as effective, enforceable and valid as if a paper version of this agreement were delivered containing my original written signature.