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DocuSign Envelope ID:88577424-D976-4534-82EF-EEA3A41BAB2A
<br /> Carolinas IT
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<br /> NON-DISCLOSURE AGREEMENT
<br /> During business discussions or communications between the Parties it may be necessary
<br /> for Carolinas IT, Inc. ("Carolinas IT"), having its primary place of business located at
<br /> 1600 Hillsborough St, Raleigh, NC 27605 and Orange County, a body politic and
<br /> corporate of the State of North Carolina, by and through its Orange County Health
<br /> Department("Company") having its primary place of business located at 300 West Tryon
<br /> Street, Hillsborough,NC 27278, to provide proprietary information to the other.
<br /> WHEREAS, Carolinas IT owns certain trade secrets, proprietary information, and
<br /> confidential technical and commercial information, intellectual property, expertise, and
<br /> know-how relating to its business and/or business initiatives, collectively referred to as
<br /> "Proprietary Information," which it expects to disclose to Company for certain limited
<br /> purposes described herein;
<br /> WHEREAS, Company owns certain trade secrets, proprietary information, and
<br /> confidential technical and commercial information, intellectual property, expertise, and
<br /> know-how relating to its business and/or business initiatives of potential use or value in
<br /> connection with Carolinas ITs' business and/or business initiatives, collectively referred
<br /> to as "Proprietary Information," which it expects to disclose to Carolinas IT for certain
<br /> limited purposes described herein;
<br /> NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
<br /> herein, the Parties hereby agree as follows:
<br /> 1. Proprietary Information: shall mean any and all confidential, proprietary, or trade
<br /> secret information or material of the Parties and any derivatives, portions, or
<br /> copies thereof, whether in oral, written, visual, graphic, electronic, machine
<br /> recognizable, or other form or medium, including, but not limited to, information
<br /> resulting from or in any way related to (i) the business strategy and affairs,
<br /> property, methods of operation, future plans, financial information, customer or
<br /> supplier information, or other data of the Parties, (ii) the development, systems,
<br /> discoveries, ideas, concepts, improvements, inventions, designs, drawings,
<br /> specifications, techniques, data, software, documentation, research, product,
<br /> processes, procedures, "know-how," or other works of the Parties, and (iii) any
<br /> information or material that the Parties designate in writing to be Proprietary
<br /> Information or which bears or contains a marking or legend indicating that it is
<br /> confidential,proprietary, or trade secret information or material.
<br /> 2. The Parties agree that all information defined in Article 1, whether oral or written
<br /> is Proprietary Information when communicated or transmitted to the receiving
<br /> party. Within 10 business days of an oral disclosure, the disclosing party will
<br /> provide the receiving party with a written listing or summary that is marked with
<br /> a proprietary legend.
<br /> Non-Disclosure Agreement Page 1 of 5
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