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12 <br /> 2. TRADE SECRET ACKNOWLEDGMENT. OCHD acknowledges and <br /> agrees that the CONFIDENTIAL INFORMATION is a valuable trade <br /> secret of STADERMANN, and that any disclosure or unauthorized use of <br /> any part thereof of any of the CONFIDENTIAL INFORMATION will <br /> cause immediately, irreparable and substantial harm and loss to <br /> STADERMANN. <br /> 3. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration <br /> of the disclosure to OCHD of CONFIDENTIAL INFORMATION, OCHD <br /> agrees to treat CONFIDENTIAL INFORMATION in confidence and to <br /> undertake the following additional obligations with respect thereof: <br /> (a) To us CONFIDENTIAL INFORMATION for the sole purpose of <br /> evaluating the STADERMANN PROCESS with respect to its <br /> usefulness and applicability to the service provided by TBI to the <br /> public and private consumers; <br /> (b) Not to disclose CONFIDENTIAL INFORMATION outside of <br /> TBI; <br /> (c) To limit dissemination of CONFIDENTIAL INFORMATION to <br /> only those of TBI's employees who have a need to know to <br /> perform the limited tasks set forth in paragraph(a) above; <br /> (d) Not to copy CONFIDENTIAL INFORMATION or any portion <br /> thereof; and <br /> (e) To return CONFIDENTIAL INFORMATION and all documents, <br /> notes or physical evidence thereof, recordings, or any other <br /> reproduction, whether written, audible or any other medium to <br /> STADERMANN upon demand by STADERMANN or at any time <br /> that OCHD decides that OCHD is not interested in pursuing the <br /> implementation of the STADERMANN PROCESS in any form, <br /> whichever occurs first. <br /> OCHD and STADERMANN acknowledge that OCHD is a local <br /> government and a political subdivision of the State of North <br /> Carolina and as such is subject to the Public Records Laws of the <br /> State of North Carolina. OCHD's agreement contained in this <br /> paragraph to protect STADERMANN's confidential information <br /> does not require OCHD to violate any such laws and does not <br /> require OCHD to litigate and pay for the litigation of its right to <br /> withhold access, copies, use or confidentiality of the <br /> CONFIDENTIAL INFORMATION. OCHD agrees to notify <br /> STADERMANN of any claim it receives under the Public Records <br /> Laws of North Carolina, for access, copies or use of the <br /> CONFIDENTIAL INFORMATION and agrees that <br /> STADERMANN may, at its election and expense, defend the <br /> claim in OCHD's name provided STADERMANN agrees in <br /> writing before undertaking such a defense, to indemnify and hold <br /> OCHD, its officials and employees, harmless from any <br />