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3. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration of the <br />disclosure to OCTD of CONFIDENTIAL INFORMATION, OCTD agrees to treat <br />CONFIDENTIAL INFORMATION in confidence and to undertake the following <br />additional obligations with respect thereof <br />(a) To use CONFIDENTIAL INFORMATION for the sole purpose of evaluating <br />the STADERMANN PROCESS with respect to its usefulness and applicability <br />to the service provided by "SCS" to the public and private consumers; <br />(b) Not to disclose CONFIDENTIAL INFORMATION outside of "SCS"; <br />(c) To limit dissemination of CONFIDENTIAL INFORMATION to only those of <br />"SCS's" employees who have a need to know to perform the limited tasks set <br />forth in paragraph (a) above; <br />(d) Not to copy CONFIDENTIAL INFORMATION or any portion thereof; and <br />(e) To return CONFIDENTIAL INFORMATION and all documents, notes or <br />physical evidence thereof, recordings, or any other reproduction, whether <br />written, audible or any other medium to STADERMANN upon demand by <br />STADERMANN or at any time that OCTD decides that OCTD is not interested <br />in pursuing the implementation of the STADERMANN PROCESS in any form, <br />whichever occurs first. <br />OCTD and STADERMANN acknowledge that OCTD is a local government and <br />a political subdivision of the State of North Carolina and as such is subject to the <br />Public Records Laws of the State of North Carolina. OCTD's agreement <br />contained in this paragraph to protect STADERMANN's confidential <br />information does not require OCTD to violate any such laws and does not <br />require OCTD to litigate and pay for the litigation of its right to withhold access, <br />copies, use or confidentiality of the CONFIDENTIAL INFORMATION. OCTD <br />agrees to notify STADERMANN of any claim it receives, under the Public <br />Records Laws of North Carolina, for access, copies or use of the <br />CONFIDENTIAL INFORMATION and agrees that STADERMANN may, at its <br />election and expense, defend the claim in OCTD's name provided <br />STADERMANN agrees in writing, before undertaking such a defense, to <br />indemnify and hold OCTD, its officials and employees, harmless from any <br />consequence of the defense. Nothing in this section requires OCTD, its officials <br />or employees, to subject itself and themselves to criminal liability and each may <br />independently act in good faith to protect itself and themselves from criminal <br />liability. OCTD is not responsible, in money damages, for the access, use, or <br />copying of the CONFIDENTIAL INFORMATION that is not authorized by <br />OCTD. OCTD agrees, in good faith, to take all reasonable steps to prevent the <br />unauthorized use or transfer of the CONFIDENTIAL INFORMATION. <br />2 <br />