Attachment A

Generic Software Vendor Non-disclosure

AGREEMENT OF NON-DISCLOSURE

The Regents of the University of Michigan, on behalf of University of Michigan Medical Center ("UMMC") and ______________________________ have initiated discussions involving a contract to have __________ deliver software for ____________ of UMMC that will integrate with the electronic medical information system of UMMC. With regard to the delivery of a system that integrates with UMMC's overall electronic structure, ___________ is interested in having certain Information about UMMC. ____________ understands that the Information it desires is confidential personal, financial and technical information relating to the medical records of UMMC and its affiliated business entities (collectively, the Business).

In consideration of UMMC providing to __________ or its representatives, agents, or consultants the Information described and defined below, and in consideration of ____________ evaluation of that Information, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, UMMC and _________ agree as follows:

1. The term "Information" for purposes of the agreement shall mean any and all Information concerning patients of UMMC, which is disclosed to or acquired by ________________ directly or indirectly from UMMC in the course of activities related to the transaction described above, or which is obtained by ______________ through an inspection of any UMMC facility or electronic system. Information shall also include all memoranda, notes, reports, documents, bills, indexes, and summaries, and all copies and extracts thereof prepared by ______________ or any of its officers, employees, agents, representatives, or consultants in connection with the performance of the services described above.

2. ______________ agrees to retain all Information in confidence and not use or disclose it except as otherwise provided herein, and __________________ agrees not to disclose Information to others.

3. The restrictions set forth in paragraph 2 shall not apply to Information which:

a. is, at the time of disclosure by UMMC, in the public domain or thereafter becomes a part of the public domain through no violation of this agreement; or

b. as shown by written records, was in the possession of ______________ prior to its disclosure by UMMC; or

c. as shown by written records, is hereafter acquired by _______________ through a third party not known to _______________ under no obligation of confidence to UMMC.

4. Anything herein to the contrary notwithstanding, ______________ shall have the right to communicate Information to its officers and employees only to the extent necessary to evaluate the Information for the purpose of creating the system described above, and only if said officers and employees are informed by us of the confidential nature of the Information and who shall agree to act in accordance with the terms and conditions of this Agreement.

5. Except with respect to those persons described in paragraph 4 hereof as Information recipients, _______________ shall not without UMMC's prior written consent, disclose to any person: (i) confidential information contained within a patient of UMMC's medical record; (ii) compilations of data or any piece of data extracted from the previously mentioned patient medical record, including the fact that the Information has been made available to ____________.

6. Upon completion of the services contemplated in this Agreement, ____________ shall return to UMMC all Information supplied to it by UMMC, and _____________ shall not retain any copies, electronic or otherwise, or reproductions or extracts of such Information. Furthermore, ________________ shall destroy or return all reports, documents, electronic records, databases, and all copies and other reproductions prepared by __________________ or any of its officers, employees, agents, representatives or consultants which were made using Information, unless prior written approval from UMMC is given to retain such records for purposes deemed necessary by UMMC.

7. _______________ acknowledges that it will be difficult to measure accurately the damages to UMMC from any breach by _______________ of the covenants and restrictions set forth herein, that injury to UMMC from any such breach might be incapable of being remediable through damages, and that as a result damages might not therefore in and of themselves be an adequate remedy. _____________ therefore agrees that in the event it shall breach or attempt to breach any of the terms of this Agreement, UMMC may seek from any court of competent jurisdiction, without the necessity of proving actual damages, an injunction prohibiting ____________ from any further breaches of this Agreement and rescinding any action taken by ___________ contrary to the terms of this Agreement. Furthermore, the seeking or granting of an injunction against ____________ shall not limit the ability of UMMC to also seek damages for any breach of the Agreement.

8. The parties hereto agree that neither this Agreement nor any oral discussion of any nature whatsoever taking place either before or after the date hereof creates any obligation to proceed with a binding relationship to provide the services described above, and that no such obligation upon either party shall arise until a definitive agreement is entered into between the parties. This Agreement is intended to create no obligation other than set forth herein.

9. This Agreement is entered into in Ann Arbor, Michigan, as of the later of the date or dates set forth below and shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Michigan.

10. The term of this agreement shall be indefinite, and shall survive any completion of services by _______________ on behalf of UMMC or the termination of relations between ____________________ and UMMC.

11. In the event any paragraph or portion of any paragraph in this Agreement shall be determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining valid and enforceable paragraphs hereof, which shall be construed as if such invalid or unenforceable paragraph or paragraphs had never been included herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the days and year written below.