1998 S Health - GREG C. STADERMANN and SCS DIRECT MAIL MARKETING State of NC Confidential Disclosure Agreement County of Orange - 09-15-1998-8i

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~ ~.~=9-is" Pty - RETURN THIS COPY TO THE CLERK'S _ OFFICE FOR THE PERMANENT AGENDA FILE EXHIBIT B STATE OF NORTH CAROLINA CONFIDENTIAL DISCLOSURE AGREEMENT COUNTY OF ORANGE WITNESSETH: THIS AGREEMENT, made and entered into this 15th day of September 1998 by and between GREG C. STADERMANN and SCS DIRECT MAIL MARKETING (individually and collectively refereed to as "STADERMANN") and ORANGE COUNTY, a unit of local government, for its Health Department, (hereinafter refereed to as "OCHD'~. WHEREAS, OCHD desires to obtain certain confidential and proprietary information from STADERMANN for the sole purpose of determining the applicability of the process developed by STADERMANN as described on the attached Exhibit "A" (the "STADERMANN PROCESS'S to the services provided by "SCS" to public and private consumers and to otherwise evaluate the STADERMANN PROCESS; and WHEREAS, STADERMANN is willing to provide such information and describe the STADERMANN PROCESS to OCHD for the limited purpose and under the terms and conditions set forth herein; and WHEREAS, OCHD will provide STADERMANN information concerning the taxpayers of Orange County which, although public in one form or another, will be formatted and require programming to format in a manner otherwise unavailable to the public; and WHEREAS, OCHD is willing to provide such information to STADERMANN for the limited purpose and under the terms and conditions set forth herein and in the Billing And/or Notice Services Agreement for which this Agreement is an exhibit. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: DEFINITION. "CONFIDENTIAL INFORMATION" as used herein shall mean all information, documentation, descriptions, processes, equipment, hardware, and any other matter or thing, whether theoretical, consisting of intellectual properties, equipment or otherwise, disclosed or made available to OCHD by STADERMANN and relating to the STADERMANN PROCESS, and all information, documentation, devices and prototypes developed, produced, disclosed, described, whether or not theoretical, or in concept only, or otherwise. 2. TRADE SECRET ACKNOWLEDGMENT. OCHD aclrnowledges and agrees that the CONFIDENTIAL INFORMATION is a valuable trade secret of STADERMANN, and that any disclosure or unauthorized use of any part thereof of any of the CONFIDENTIAL INFORMATION will cause immediately, irreparable and substarrtial harm and loss to STADERMANN.