DocuSign Envelope ID:A39ECC2C-052C-41 B7-8CDE-F315D803E6CE
<br /> MUTUAL NONDISCLOSURE AGREEMENT
<br /> THIS AGREEMENT (the "Agreement"), effective on Recipient must immediately notify the Discloser of that
<br /> January 31, 2017, between CenturyLink for itself and its obligation. The Discloser may move the ordering court or
<br /> subsidiaries and affiliates ("CenturyLink") and Orange authority for a protective order or other appropriate relief.
<br /> County, ("Customer"), is to protect confidential 3. Term. The term of this Agreement is 3 years from the
<br /> information disclosed by either party to the other party.
<br /> effective date ("Term"). Either party may terminate the
<br /> To the extent permitted by North Carolina public records Agreement at any time on 60 days written notice, unless
<br /> law, set forth at Chapter 132 of the North Carolina General another agreement between the parties provides differently.
<br /> Statutes,the parties agree as follows: The parties' obligations not to disclose or improperly use
<br /> 1. Confidential Information. For purposes of this Confidential Information received during the Term will
<br /> Agreement, the party disclosing Confidential Information continue for 2 years after this Agreement expires or is
<br /> is the "Discloser," and the party receiving Confidential terminated. Early termination of this Agreement does not
<br /> Information is the "Recipient." Confidential Information relieve the Recipient of its obligations for Confidential
<br /> means all nonpublic information concerning the parties' Information exchanged before the effective date of
<br /> business including, but not limited to, all tangible, intangible, termination.
<br /> visual, electronic, present, or future information such as: 4. Use of and Duty of Care to Protect Confidential
<br /> (a)trade secrets; (b)financial information,including pricing; Information. The Recipient will use the Confidential
<br /> (c)technical information, including research, development, Information only to further the relationship between the
<br /> procedures, algorithms, data, designs, and know-how; parties. If any material non-public information is disclosed,
<br /> (d)business information, including operations, planning, Recipient agrees that it will comply with SEC Regulation
<br /> marketing interests, and products; and (e)the terms of any FD (Fair Disclosure), and refrain from trading in the
<br /> agreement between CenturyLink and Customer and the Discloser's stock until that material non-public information
<br /> discussions, negotiations and proposals related to that is publicly disseminated. Confidential Information may not
<br /> agreement. Confidential Information disclosed to the other be disclosed to any third party without the written consent
<br /> party must be clearly identified. Written Confidential of the Discloser. Each party agrees that the other may
<br /> Information must be clearly marked in a conspicuous place disclose Confidential Information it receives to its
<br /> with an appropriate legend identifying the information as subsidiaries or affiliates (or agents who have a need to
<br /> confidential. Confidential Information that is not written know and have a non-disclosure obligation at least as
<br /> must be identified as Confidential Information at the time of restrictive as this Agreement), subject to the terms of this
<br /> disclosure and confirmed in writing delivered to the Agreement. CenturyLink may disclose Confidential
<br /> Recipient within 15 days following its disclosure. The Information, subject to the terms of this Agreement, to any
<br /> protections of this Agreement will apply during those 15 entity authorized to sell CenturyLink products or services
<br /> days. under the"CenturyLink,""CenturyTel"or"Embarq"brand
<br /> names. The Recipient must provide at least the same
<br /> 2. Confidential Information Exceptions. The Recipient reasonable care to avoid disclosure in breach of this
<br /> does not have an obligation to protect Confidential Agreement or unauthorized use of the Confidential
<br /> Information that is: (a)in the public domain through no Information as it provides to protect its own similar
<br /> fault of the Recipient; (b)within the legitimate possession confidential information. The Recipient will not reproduce
<br /> of the Recipient, with no confidentiality obligations to a Confidential Information except to accomplish the purpose
<br /> third party; (c)lawfully received from a third party having of this Agreement.
<br /> rights in the information without restriction, and without
<br /> notice of any restriction against its further disclosure; 5. Ownership.Except as required by the North Carolina
<br /> (d)independently developed by the Recipient without Public Records Law and the Orange County Records
<br /> breaching this Agreement or by parties who have not had, Retention Policy, Confidential Information remains the
<br /> either directly or indirectly, access to or knowledge of the property of the Discloser. No rights, licenses, trademarks,
<br /> Confidential Information; (e) disclosed with the prior inventions, copyrights, patents, or other intellectual
<br /> written consent of the Discloser; or (f) is the subject of a property rights are implied or granted under this
<br /> legitimate disclosure request under public records law or Agreement, except to use the Confidential Information as
<br /> similar applicable public disclosure laws governing this provided in this Agreement. On termination of this
<br /> Agreement, provided that in the event the Customer Agreement or at the Discloser's request, all written,
<br /> receives a public records or other similar applicable recorded, graphical, or other tangible Confidential
<br /> request, Customer will give CenturyLink prompt notice Information, including copies, must be returned to the
<br /> and otherwise perform the functions required by applicable Discloser or destroyed by the Recipient. At the request of
<br /> law. If Confidential Information is required to be produced the Discloser, the Recipient will furnish a certificate,
<br /> by law, court order, or governmental authority, the signed by an officer of the Recipient, certifying that any
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<br /> CenturyLink Confidential and Proprietary Information
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