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EXHIBIT B <br /> STATE OF NORTH CAROLINA <br /> CONFIDENTIAL DISCLOSURE AGREEMENT. <br /> COUNTY OF ORANGE <br /> WITNESSETH: <br /> THIS AGREEMENT, made and entered into this 15'b day of September 1998 by <br /> and between GREG C. STADERMANN and TOTAL BILLING, INC. (individually and <br /> collectively referred to as "STADERMANN) and ORANGE COUNTY, a unit of local <br /> government, for its Health Department, (hereinafter referred to as"OCHD'). <br /> WHEREAS, OCHD desires to obtain certain confidential and proprietary <br /> information from STADERMAN for the sole purpose of determining the applicability of <br /> the process developed by STADERMANN as described on the attached Exhibit "A" (the <br /> "STADERMANN PROCESS') to the services provided by TOTAL BILLING, INC. to <br /> public and private consumers and to otherwise evaluate the STADERMANN PROCESS; <br /> and; <br /> WHEREAS, STADERMANN is willing to provide such information and describe <br /> the STADERMANN PROCESS to OCHD for the limited purpose and under the terms <br /> and conditions set forth herein; and <br /> WHEREAS, OCHD will provide STADERMANN information concerning the <br /> taxpayers of Orange County which, although public in one form or another, will be <br /> formatted and require programming to format in a manner otherwise unavailable to the <br /> public; and; <br /> WHEREAS, OCHD is willing to provide such information Jo STADERMANN <br /> for the limited purpose and under the terms and conditions set forth herein and in the <br /> Billing and/or Notice Services Agreement for which this Agreement is an exhibit. <br /> NOW, THEREFORE, in consideration of the mutual promises set forth herein, <br /> the parties hereto agree as follows: <br /> 1. DEFINITION. "CONFIDENTIAL INFORMATION" as used herein shall <br /> mean all information, documentation, descriptions, processes, equipment, <br /> hardware, and any other matter or thing, whether theoretical, consisting of <br /> intellectual properties, equipment or otherwise, disclosed or made <br /> available to OCHD by STADERMANN and relating to the <br /> STADERMANN PROCESS, and all information, documentation, devices <br /> and prototypes developed, produced, disclosed, described, whether or not <br /> theoretical,or in concept only, or otherwise. <br />