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11 <br />EXHIBIT B <br />STATE OF NORTH CAROLINA <br />CONFIDENTIAL DISCLOSURE AGREEMENT . <br />COUNTY OF ORANGE <br />WITNESSETH: <br />THIS AGREEMENT, made and entered into this 15`x' day of September 1998 by <br />and between GREG C. STADERMANN and TOTAL BILLING, 1NC. (individually and <br />collectively referred to as "STADERMANN") and ORANGE COUNTY, a unit of local <br />government, for its Health Department, (hereinafter referred to as "OCHD"). <br />WHEREAS, OCHD desires to obtain certain confidential and proprietary <br />information from STADERMAN for the sole purpose of determining the applicability of <br />the process developed by STADERMANN as described on the attached Exhibit "A" (the <br />"STADERMANN PROCESS") to the services provided by TOTAL BILLING, INC. to <br />public and private consumers and to otherwise evaluate the STADERMANN PROCESS; <br />and; <br />WHEREAS, STADERMANN is willing to provide such information and describe <br />the STADERMANN PROCESS to OCHD for the limited purpose and under the terms <br />and conditions set forth herein; and <br />WHEREAS, OCHD will provide STADERMANN information concerning the <br />taxpayers of Orange County which, although public in one form or another, will be <br />formatted and require programming to format in a manner otherwise unavailable to the <br />public; and; <br />WHEREAS, OCHD is willing to provide such information to STADERMANN <br />for the limited purpose and under the terms and conditions set forth herein and in the <br />Billing and/or Notice Services Agreement for which this Agreement is an exhibit. <br />NOW, THEREFORE, in consideration of the mutual promises set forth herein, <br />the parties hereto agree as follows: <br />l . DEFINITI N. "CONFIDENTIAL INFORMATION" as used herein shall <br />mean all information, documentation, descriptions; processes, equipment, <br />hazdwaze, and any other matter or thing, whether theoretical, consisting of <br />intellectual properties, equipment or otherwise, disclosed or made <br />available to OCHD by STADERMANN and relating to the <br />STADERMANN PROCESS, and all information, documentation, devices <br />and prototypes developed, produced, disclosed, described, whether or not <br />theoretical, or in concept only, or otherwise. <br />