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i. Sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate <br />orally, in writing, or by electronic or other means, Confidential Information to another <br />business or a third party; <br /> <br />ii. Retain, use, or disclose Confidential Information for any purpose other than for the specific <br />purpose of providing or obtaining the Services; or <br /> <br />iii. Retain, use, or disclose Confidential Information outside of the direct business relationship <br />between AMN and Client. <br /> <br />iv. Regardless of the foregoing, the following shall not be “Confidential Information”: <br />information that: (i) was publicly known and made generally available in the public domain <br />prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made <br />generally available to the receiving party after disclosure by the disclosing party through no <br />action or inaction of the receiving party in violation of this Agreement; (iii) is already in the <br />possession of the receiving party at the time of disclosure by the disclosing party; (iv) is <br />obtained by the receiving party from a third party without a known breach of such third <br />party’s obligations of confidentiality to the disclosing party; (v) is otherwise independently <br />acquired or developed by the receiving party, without violating its obligations under this <br />Agreement; or (vi) personal health information governed by HIPAA, which the parties will <br />address in a mutually agreeable Business Associate Agreement. <br /> <br />C. Disclosure to Representatives. Further, the receiving party may disclose the Confidential <br />Information to its employees, agents, consultants, representatives, or advisors (collectively, <br />“Representatives”) who have a need to know such information, provided that the receiving party <br />advises the Representative of the confidential nature of the information. <br /> <br />D. Return of Confidential Information. Upon termination or expiration of this Agreement, both <br />parties will, without notice or request, either (i) return, within two (2) weeks, all Confidential <br />Information of the other, including copies thereof; or (ii) destroy all Confidential Information in <br />accordance with their respective policies and procedures, and with the same level of care that each <br />party would destroy their own Confidential Information; except that AMN may keep an archival <br />copy of Services records, which shall continue to be treated in accordance with the provisions of <br />this Attachment A. <br /> <br />E. Survival. This Confidential Section will survive any termination or expiration of this Agreement. <br /> <br />DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B