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STATE OF NORTH CAROLINA <br />CONFIDENTIAL DISCLOSURE AGREEMENT <br />COUNTY OF ORANGE <br />WITNESSETH: <br />THIS AGREEMENT, made and entered into this 1st day of July 1998 by and between <br />GREG C. STADERMANN and SCS DIRECT MAIL MARKETING (individually and <br />collectively referred to as "STADER;MANN") and ORANGE COUNTY, a unit of local <br />government, for its Tax Department, (hereinafter referred to as "OCTD"). <br />WHEREAS, OCTD 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 STADERMANN PROCESS; and <br />WHEREAS, STADERMANN is willing to provide such information and describe the <br />STADERMANN PROCESS to OCTD for the limited purpose and under the terms and <br />conditions set forth herein; and <br />WHEREAS, OCTD will provide STADEP;MANN 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, OCTD 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. DEFINITION. "CONFIDENTIAL INFORMATION" as used herein shall mean all <br />information, documentation, descriptions, processes, equipment, hardware, and any <br />other matter or thing, whether theoretical, consisting of intellectual properties, <br />equipment or otherwise, disclosed or made available to OCTD by STADERMANN <br />and relating to the STADERMANN PROCESS, and all information, documentation, <br />devices and prototypes developed, produced, disclosed, described, whether or not <br />theoretical, or in concept only, or otherwise. <br />2. TRADE SECRET ACKNOWLEDGMENT. OCTD 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 STADEP;MANN. <br />