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DocuSign Envelope ID:88577424-D976-4534-82EF-EEA3A41BAB2A <br /> Carolinas IT <br /> I,roC�:MSarui wt�,. <br /> I,�,di r �;Y IVfirir <br /> 3. All Proprietary Information of the providing party remains its sole and exclusive <br /> property, regardless of its disclosure to the receiving party. Upon the expiration <br /> of this Agreement, or at an earlier time as requested by the providing party, the <br /> receiving party shall return to the providing party or destroy, at the providing <br /> party's direction, all of the written or tangible Proprietary Information in its <br /> possession and all copies and derivatives thereof. Nothing in this Agreement <br /> shall be construed as to grant to the receiving party any right or license under any <br /> patent,patent application, copyright, know-how, or any other operation of U. S. or <br /> international law. <br /> 4. The receiving party shall accept and retain Proprietary Information in the strictest <br /> confidence and in accordance with any restrictive marking or legend thereon. To <br /> the extent allowable by North Carolina law, the receiving party may not disclose <br /> to any third party any of the providing party's Proprietary Information without <br /> first obtaining the express prior written approval of the providing party and <br /> requiring the third party to protect such Proprietary Information in accordance <br /> with the terms of this Agreement. The receiving party shall permit the <br /> dissemination of the providing party's Proprietary Information within the <br /> receiving party's own organization only on a need-to-know basis, according to its <br /> need to conduct the activities contemplated herein, and governed by reasonable <br /> agreements with its own employees who are permitted access to the Proprietary <br /> Information of the providing party. <br /> 5. In no event may any Proprietary Information be used, directly or indirectly, for <br /> any purpose in connection with the receiving party's business or to compete <br /> directly or indirectly in any manner with the providing party. The receiving party <br /> shall make no commercial or other use whatsoever of the providing party's <br /> Proprietary Information, and shall not mechanically copy or otherwise reproduce <br /> such Proprietary Information except for the express purposes set forth herein, <br /> which copies shall contain the same restrictive marking or legend as the original. <br /> 6. The receiving party shall use its best efforts to prevent the inadvertent disclosure <br /> of the providing party's Proprietary Information to third Parties or the public, <br /> directly or indirectly. The receiving party will be considered to have used its best <br /> efforts if it has applied the same degree of care the receiving party applies to <br /> prevent disclosure of its own proprietary, confidential, or trade secret information, <br /> and at least as much care as a normally prudent businessperson would apply under <br /> the circumstances. <br /> 7. The Parties shall adhere to all U.S. Export Laws and Regulations and shall not <br /> export or re-export any technical data, received or disclosed under this agreement, <br /> or the product of such technical data to any foreign person (as such term is <br /> defined in the International Traffic in Arms Regulations (22 CFR 120.16)) unless <br /> properly authorized by the U.S. Government. The Parties shall provide prior <br /> written notice to the other Party of any foreign person who is an employee, <br /> Non-Disclosure Agreement Page 2 of 5 <br />