Agenda - 06-02-1998 - 8e - Laserfiche WebLink

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8 STATE OF NORTH CAROLINA CONFIDENTIAL DISCLOSURE AGREEMENT COUNTY OF CUMBERLAND WITNESETH: THIS AGREEMENT, made and entered into this 1 st day of July 1998 by and between GREG C. STADERMANN and SCS DIRECT MAIL MARKETING (individually and collectively referred to as "STADERMANN ") and ORANGE COUNTY, a unit of local government, for its Tax Department, (hereinafter referred to as "OCTD "). WHEREAS, OCTD 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 ") 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 OCTD for the limited purpose and under the terms and conditions set forth herein. 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 OCTD 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. OCTD acknowledges 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 substantial harm and loss to STADERMANN. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration of the disclosure to OCTD of CONFIDENTIAL INFORMATION, OCTD agrees to treat CONFIDENTIAL INFORMATION in confidence and to undertake the following additional obligations with respect thereof (a) To use confidential information for the sole purpose of evaluating the STADERMANN PROCESS with respect to its usefulness and applicability to the service provided by "SCS" to the public and private consumers;