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8 <br />STATE OF NORTH CAROLINA <br />CONFIDENTIAL DISCLOSURE AGREEMENT <br />COUNTY OF ORANGE <br />WITNESSETH: <br />THIS AGREEMENT, made and entered into this 15th day of September 1998 by and <br />between GREG G STADERMANN and SCS DIRECT MAIL MARKETING (individually and <br />collectively referred to as "STADERMANN") and ORANGE COUNTY, a unit of local <br />government, for its Health Department, (hereinafter referred to as "OCHD"). <br />WHEREAS, OCHD desires to obtain certain confidential and proprietary information <br />from STADERMANN for the sole purpose of determining the applicability of the process <br />developed by STADERMANN as described on the attached Exhibit "A" (the "STADERMANN <br />PROCESS") to the services provided by "SCS" to public and private consumers and to otherwise <br />evaluate the STADER.MANN PROCESS; and <br />WHEREAS, STADERMANN is willing to provide such information and describe the <br />STADERMANN PROCESS to OCHD for the limited purpose and under the terms and <br />conditions set forth herein; and <br />WHEREAS, OCHD will provide STADERMANN information concerning the taxpayers <br />of Orange County which, although public in one form or another, will be formatted and require <br />programming to format in a manner otherwise unavailable to the public; and <br />WHEREAS, OCHD is willing to provide such information to STADERMANN for the <br />limited purpose and under the terms and conditions set forth herein and in the Billing And/or <br />Notice Services Agreement for which this Agreement is an exhibit. <br />NOW, THEREFORE, in consideration of the mutual promises set forth herein, the <br />parties hereto agree as follows: <br />1. DEFIMTION. "CONFIDENTIAL INFORMATION' as used herein shall mean all <br />infonmation, documentation, descriptions, processes, equipment, hazdwaze, and any <br />other matter or thing, whether theoretical, consisting of intellectual properties, <br />equipment or otherwise, disclosed or made available to OCHD by STADERMANN <br />and relating to the STADERMANN PROCESS, and all information, documentation, <br />devices and prototypes developed, produced, disclosed, described, whether or <br />not theoretical, or in concept only, or otherwise. <br />2. TRADE SECRET ACKNOWLEDGMENT. OCHD acknowledges and agrees that <br />the CONFIDENTIAL INFORMATION is a valuable trade secret of <br />STADERMANN, and that any disclosure or unauthorized use of any part thereof of <br />any of the CONFIDENTIAL INFORMATION will cause immediately, irreparable <br />and substantial harm and loss to STADERMANN. <br />