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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 /> consultant or has such other relationship with the Party such that he or she will <br /> have access to the Confidential Information disclosed under this Agreement. <br /> Upon receipt of such written notice, the disclosing Party shall have the right to <br /> require the recipient to refrain from any such further disclosure to the foreign <br /> person if in the reasonable opinion of the disclosing Party such disclosure would <br /> be in violation of the U.S. Export Laws and Regulations. <br /> 8. The receiving party acknowledges and agrees that the Proprietary Information is <br /> the confidential, proprietary and trade secret information of the providing party <br /> and that the unauthorized use or disclosure of the Proprietary Information could <br /> cause irreparable harm and significant injury to the providing party for which the <br /> providing party would have no adequate remedy at law. Therefore, the providing <br /> party shall have the right, in addition to any other rights it may have at law or in <br /> equity, to seek and obtain immediate injunctive relief enjoining any breach or <br /> potential breach of this Agreement by the receiving party. <br /> 9. Notwithstanding the foregoing, the receiving party shall not be liable for the <br /> unauthorized use or disclosure of the providing party's Proprietary Information if <br /> the same: <br /> a. Was in the public domain at the time it was disclosed, as evidenced by <br /> written publication; <br /> b. Was known to the receiving party at the time of disclosure as shown in the <br /> receiving party's written records; <br /> c. The receiving party can show was independently developed; <br /> d. Becomes known to the receiving party from a source other than the <br /> providing party who is not a party to secrecy or similar agreement with the <br /> providing party; <br /> e. Is approved in writing for use or disclosure by the providing party, but <br /> only to the extent of such written approval; or <br /> f. Is required by law to be disclosed on a restricted basis pursuant to a <br /> judicial or other government order or the North Carolina Public Records Act, set <br /> forth at Chapter 132 of the North Carolina General Statutes, but only to the extent <br /> of such order or statute; provided, however, that the receiving party shall, <br /> immediately upon receiving notice of such impending or effective order, notify <br /> the providing party thereof. CIT agrees to indemnify and hold harmless Client <br /> and each of its officers, employees, and agents from all costs, damages, and <br /> expenses incurred in connection with refusing to disclose any material which CIT <br /> has designated Proprietary Information. <br /> 10. Each of the Parties to this Agreement shall appoint one representative. These <br /> Non-Disclosure Agreement Page 3 of 5 <br />