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DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD <br /> Appendix B <br /> NC State University <br /> Cost Reimbursement Terms and Conditions <br /> for NC DOT CFAT Snbawards(version 10-2017) <br /> grants to NCSU, an irrevocable, royalty-free, non-transferable, non-exclusive right and <br /> license to use, reproduce, display, and perform publicly to the extent required to meet <br /> NCSU's obligations under its Prime Agreement and for the purposes of its <br /> noncommercial research and educational missions. <br /> 20. Data Rights. For Data and computer software created in the performance of this <br /> Subaward Agreement, Subrecipient grants to the Prime Sponsor the rights established in <br /> the Prime Agreement and grants to NCSU the right to use data to the extent required to <br /> meet NCSU's obligations under its Prime Agreement and for the purposes of its <br /> noncommercial research and educational missions. <br /> 21. Confidentiality. <br /> A. In the performance of the Project, it may be necessary for one party to disclose <br /> information that is proprietary and confidential to the disclosing party. All such <br /> information must be disclosed in writing and designated as confidential or, if <br /> disclosed orally, must be identified as confidential at the time of disclosure and <br /> confirmed in writing and designated as confidential within thirty(30)days of such <br /> disclosure. Except as otherwise provided herein, for a period of Three(3)years <br /> following the date of such disclosure,the receiving party agrees to use the <br /> confidential information only for purposes of this Agreement and further agrees <br /> that it will not disclose or publish such information except that these restrictions <br /> do not apply to: <br /> (i) information that is or becomes publicly known through no fault of the <br /> receiving party; <br /> (ii) information learned from a third party entitled to disclose it; <br /> (iii) information already known to or developed by receiving party before <br /> receipt from disclosing party, as shown by receiving parry's prior written <br /> records; <br /> (iv) information for which receiving party obtains the disclosing parry's prior <br /> written permission to publish; <br /> (v) information required to be disclosed by court order or operation of law, <br /> including, but not limited to, the North Carolina Public Records Law; or <br /> (vi) information that is independently developed by the receiving party's <br /> personnel who are not privy to the disclosing party's confidential <br /> information. <br /> B. The receiving party must use a reasonable degree of care to prevent the inadvertent, <br /> accidental, unauthorized or mistaken disclosure or use by its employees of confidential <br /> information disclosed hereunder. <br /> Appendix B NCSU CK 5ubaward Terms for NC DOT-outreach and education subs 10-25-17 Page 7 of 9 <br />