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1. Inadvertently disclosed Proprietary Information is data unintentionally disclosed despite the exercise of a reasonable standard of care. Inadvertently disclosed Proprietary Information shall remain governed by terms of this Agreement and may not be further used or discarded. If a receiving party inadvertently disclosed the Proprietary Information, that party shall promptly recover it, and take all steps necessary to prevent its unauthorized use or further disclosure. Each party represents that it has instituted policies and procedures which provide adequate protection for Proprietary Information.


2. This Agreement shall expire two (2) years from the date first stated in this Agreement. Termination or expiration of this Agreement shall not relieve the parties of the obligations imposed by paragraph 7 and 8 herein. Notwithstanding the termination or expiration of this Agreement, this Agreement shall be coterminous and expire with any Agreement to which it is or becomes appended, and the scope of this Non-Disclosure Agreement shall be augmented to permit the parties to perform under said appended agreement.


3. Notwithstanding paragraph 5 above, either party may terminate this Agreement by giving sixty (60) calendar days written notice to the other party. Thereafter, the receiving party will not make any further use, directly or indirectly, of the Proprietary Information for any purpose (including the purposes stated herein) without prior written permission of the disclosing party.


4. Following termination or expiration of this Agreement, each party shall keep confidential and prevent disclosure to any person outside its organization, all Proprietary Information belonging to the other party for a period of ten (10) years. Nothing herein shall restrict either party from disclosing any portion of such Proprietary Information on a restricted basis pursuant to a judicial request, but only to the extent of such order, and provided that the receiving party provides the disclosing party with immediate notice of such order so that it may contest the order or obtain a protective order. The receiving party agrees to provide all reasonable assistance in contesting such order and the disclosing party shall pay all reasonable costs incurred by receiving party in such efforts.

 

 

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