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3 <br />ardinal Innovations <br />I 1 1" , 1/i�mn II1 `I[ 11 IU° �S " I . I I 10 N S <br />[ ua iel%l Cfri.�u 400lud"11 lntu & Nlrsnhrr lt1.l+irrd <br />Confidentiality Policy and Agreement <br />1. PURPOSE <br />a. The purpose of this Confidentiality .Policy and Agreement is to protect the confidential <br />and proprietary information of Cardinal Innovations Healthcare Solutions <br />( "Company ") by ensuring that Community oversight Board Members are aware of <br />their legal and ethical responsibility to protect, preserve and hold in strict confidence <br />any information disclosed to them or obtained by them as a result of their affiliation <br />with the Company. <br />II. POLICY <br />a. It is the policy of the Company that Members may not disclose, divulge, or make <br />accessible confidential information belonging to, or obtained through their affiliation <br />with, the Company to any person, including relatives, friends and business and <br />professional associates, other than to persons who have a legitimate need for such <br />information and to whom the Company has authorized disclosure, or as is otherwise <br />required by law. Members shall use confidential information solely for the purpose of <br />performing services as a Community oversight Board Member for the Company. <br />b. Members must exercise good judgment and care at all times to avoid unauthorized or <br />improper disclosures of confidential information. Conversations in public places, <br />such as restaurants, elevators, and airplanes, should be limited to matters that do not <br />pertain to information of a sensitive or confidential nature. In addition, Members <br />should be sensitive to the risk of inadvertent disclosure and should for example, refrain <br />from leaving confidential information on desks or otherwise in plain view and refrain <br />from the use of speaker phones to discuss confidential information if the conversation <br />could be heard by unauthorized persons. <br />c. At the end of a Member's term, he or she shall return, at the request of the Company, all <br />documents, papers and other materials, regardless of medium, which may contain or be <br />derived from confidential information, in his or her possession. <br />d. All Members shall be required to acknowledge their understanding of, and agreement <br />to, the Policy by signing this Confidentiality Policy and Agreement <br />e. Confidential Information means any information, verbal, written or electronic, <br />considered confidential and /o r proprietary by the Company including, but not limited <br />to: (i) financial data (recent, historical and projected); (ii) information concerning the <br />existence or content of current contracts and the progress of contract negotiations; (111) <br />information about the business or strategic plans of the Company, (iv) information <br />pertaining to clients and employees of the Company; (v) information regarding <br />important management or organizational changes; (vi) business studies or reports; (vii) <br />information concerning purchasing activities; (viii) proposed or advance product plans, <br />1 <br />