WAKE FOREST BAPTIST HEALTH
NON-EMPLOYEE
CONFIDENTIALITY AGREEMENT
1
Wake Forest University Health Sciences and North Carolina Baptist Hospital, along with their
subsidiaries (collectively, “the Medical Center”) have, and will develop further, confidential,
proprietary information and trade secrets relating to their clinical, research and educational
missions.
These trade secrets and confidential and proprietary information include but are not limited to,
information concerning patients, research studies and subjects, animal care and use, faculty,
staff, and students, planning, financial and donor information, prices, pricing methods, costs,
procedures or processes for the Medical Center’s business, fixtures, research and development
methods, projects, data, goals or activities, business strategies, research techniques, the identities
or addresses of the Medical Center’s employees or their functions, confidential reports prepared
for the Medical Center by business consultants, or any other information concerning the Medical
Center or its business that is not readily and easily available to the public or to those in the
Medical Center’s business (any and all of which shall be referred to in this Agreement as
“Information”). In the course of my relationship with the Medical Center, I may have access to
such Information, and I understand and acknowledge the importance of protecting the
confidentiality of such Information.
In consideration of my continued relationship, by signing this Agreement, I understand and agree
to the following:
1. I may use Information disclosed to me solely in the course of my relationship with the Medical
Center. I may not use Information for any other purpose.
2. During and after my relationship, I will hold all Information in the strictest confidence and
will not disclose any Information or any portion of the Information to any other firm, entity,
institution, or person, except that I may disclose the Information on a confidential basis to other
employees and agents of the Medical Center on a “need to know” basis in the course of my
relationship with the Medical Center. I understand and agree that my obligation to keep
Information confidential forbids me to disclose Information even to family members or friends,
and even when identifying details are not revealed.
3. I understand and agree that all property of and data and records with respect to the Medical
Center and its affiliates coming into my possession or kept by me in connection with my
relationship with the Medical Center, including without limitation, correspondence, management
studies, research records, notebooks, blueprints, computer programs, software and
documentation, bulletins, reports, patient lists, student and employment data, costs, purchasing
and marketing information, are the exclusive property of the Medical Center. I agree to return to
the Medical Center all such property and all copies of such data and records upon termination of
my relationship or as otherwise directed by the Medical Center.
4. I understand that the Information is of a private, internal, or confidential nature and constitutes
a valuable, special and unique asset of the Medical Center and its affiliates.
5. I understand a material breach of this Agreement will cause irreparable damage to the Medical
Center and its affiliates, and that such damage will be difficult to quantify and for which money
damages alone will not be adequate. Accordingly, I agree that the Medical Center, in addition to
any other legal rights or remedies available to the Medical Center on account of a breach or
threatened breach of this Agreement, shall have the right to obtain an injunction against me