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(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 />4. INFORMATION DISCLOSED TO STADERMANN. Any and all information <br />delivered or disclosed to STADERMANN as a result of or related to this Agreement <br />shall be received and treated by STADERMANN on a nonconfidential and <br />unrestricted basis, any restrictive or proprietary legend of "SCS" or others to the <br />contrary notwithstanding. <br />5. SURVIVAL OF OBLIGATIONS. The restrictions and obligations of paragraph 3 of <br />this Agreement shall survive any expiration, termination or cancellation of this <br />Agreement and shall continue to bind OCTD, it successors and assigns. <br />6. NEGATION OF LICENSES. Except as expressly set forth herein, no rights or <br />licenses, expressed or implied, are hereby granted to OCTD as a result of or related <br />to this Agreement. <br />7. APPLICABLE LAW. This Agreement shall be construed and enforced in <br />accordance with the laws of the State of North Carolina. <br />2 <br />