2011-406 Coop Ext - The Splinter Group, Inc. for Brand Development Strategic Direction, logo, slogan etc.

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FEB-02-1996 06:49 P.07/13 employees and independent contractors in connection with the performance of the Services. Upon termination of this Agreement for any reason, each party shall promptly return to the other party all Confidential Information of the other party in its possession_ Notwithstanding the foregoing, (a)the provisions of this Section shall not apply to any information which (i)is required to be disclosed by court order, (ii) is or becomes in the public domain other than by reason of a breach of the receiving party's obligations contained herein; (iii) is received by the receiving party from a third party without Confidential limitation; or (iv) is independently developed by the receiving party without breach of this Agreement; and (b) this Section shall not in any way restrict the use or disclosure by a party, or require the return by a party, of any information or materials deemed pursuant to this Agreement to be owned by such party, including (in the case of Provider)any software owned by Provider. Notwithstanding the foregoing, Provide acknowledges that the Agreement, Provider's Proposal, Project Schedule, reports, manuals, documentation, systems, processes and related material (whether or not in writing), documentation and information related to Provider may be deemed public records and subject to disclosure in whole or in part under the North Carolina Public Records Law. County will provide Provider with prompt notice of any intended public records disclosures, and an appropriate opportunity to seek protection for Provider's Confidential and proprietary information consistent with all applicable laws and regulations. Provider is prohibited from destroying, deleting, selling, loaning or otherwise disposing of any information conceming the County, without prior written consent of County. These measures shall be extended by contract to all subcontractors of the Provider. i. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Noah Ranells The Splinter Group, Inc. P.O. Box 8181 605 W. Main Street,#201 Hillsborough, NC 27278 Carrboro, NC 27510 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PFtOVIL r By: c —3 t—t` By: Fra Clifton, C Manager Steve Balcom, Partner I Thirnstrumeqf�t a roved as to technical content Carl Matyac, Department D&6ctor This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A �. Office of the Finance Director This in m s been approved as to form and legal sufficiency_ 01i 6 o the County Attorney 6