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commercially competitive detriment of Disclosing Party, (3) in an unlawful manner, or (4) to interfere with
<br />or attempt to terminate or otherwise adversely affect any business relationship of the Disclosing Party; (iii)
<br />copy, modify, reverse-engineer, decompile, disassemble, or ot herwise incorporate the Confidential
<br />Information in any aspect of Receiving Party's existing or future business; or (iv) represent that Receiving
<br />Party has any ownership or other right or interest in or to the Confidential Informat ion.
<br />2.5. Legally Compelled Disclosure. Notwithstanding anything in this Agreement to the contrary,
<br />nothin g in th is Agreement sh all prevent Receivin g Party from disclosing Confident ial Information t o the
<br />extent the Receiving Party is legally required or compelled to do so by law, or any governmental
<br />in vestigative or judicial agency or body pursuant to proceedings over which such agency or body has
<br />jurisdiction; provided, however, that prior t o making an y such requ ired or com pelled disclosure, Receiving
<br />Part y shall, if permitted by law,: (i) assert in writing the confidential nature of the Confidential Information
<br />t o such agen cy or body; (ii) prompt ly not ify Disclosing Party in writin g of such order or requirement to
<br />disclose; and (iii) cooperat e fully with Disclosin g Part y in protecting against or limiting any such disclosure
<br />an d/or obtainin g a protect ive order, confident ial treatment, an d/or an y oth er rem edy narrowin g th e scope
<br />of the requ ired or com pelled disclosu re an d protecting its confidentiality. If a protect ive order, confidential
<br />treatment, and/or other remedy is not obtained, or if the Disclosing Party waives compliance with th e
<br />provisions of th is Agreement as applied to such required or compelled disclosure, then Receiving Party
<br />may, without liability, disclose Disclosing Party’s Confidential Information to the extent that it is legally
<br />required or compelled to disclose. Receiving Party shall furnish only that portion of Disclosing Party’s
<br />Confidential Information that is legally required to disclose and shall make all reasonable and diligent
<br />efforts to obtain reliable assurances that confidential treatment shall be afforded to Confidential Information
<br />so disclosed. If it is the case that the Receiving Party is a local government, state or federal agency, or a
<br />division thereof, that is subject to a respective state or federal Freedom of Information Act (“FOIA”)
<br />law, Disclosing party acknowledges and agrees that Receiving Party may be obligated to disclose the
<br />Confidential Information to the governing body, with or without notice to Disclosing Party. Both Parties
<br />recognize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North
<br />Carolina General Statutes. Disclosing Party agrees to indemnify and hold harmless Receiving Party and its
<br />officers, employee, and agents from all costs, damages, and expenses incurred in connection with refusing
<br />to disclose any information.
<br />2.6. Continuing Effect. The foregoing obligations of confidentiality and nondisclosure shall not be
<br />affected or terminated by (i) bankruptcy, receivership, assignment for the benefit of creditors, attachment or
<br />seizure, whether initiated by a party or otherwise; (ii) a trustee of a party in bankruptcy or by a party as a
<br />debtor in possession or equivalent under any bankruptcy law; or (iii) the failure or termination of any
<br />other agreement or business between the parties.
<br />2.7. Notice of Violation. Receiving Party shall notify Disclosing Party of any unauthorized use or
<br />disclosure of Confidential Information and shall cooperate with Disclosing Party in commercially
<br />reasonable ways to regain possession of the Confidential Information and prevent any further unauthorized
<br />use or disclosure.
<br />3. Certain Rights and Limitations
<br />3.1. Term of Confidentiality. Receiving Party's obligations of confidentiality and non-use as to any
<br />item of Confidential Information disclosed or received under this Agreement are binding throughout the
<br />duration thereof, which Disclosing Party may terminate at any time. The obligations of this Section 3.1
<br />shall remain in force for a period of two (2) years from the date of the termination of this Agreement,
<br />provided any item of Confidential Information is not otherwise excepted from nondisclosure under this
<br />Agreement or pursuant to another written agreement between the parties.
<br />3.2. No Requirement to Mark as Confidential. There is no affirmative obligation to designate, mark, or
<br />stamp information as "confidential," "proprietary," or "trade secret" for said information to be considered
<br />Confidential Information. Confidential Information shall be protected by this Agreement regardless of
<br />whether it is so designated, marked, or stamped, if it is provided in connection with Pathis ge 2 | 4 Agreement.
<br />However, the Disclosing Party may designate, mark or stamp any Confidential Information as confidential
<br />or the like.
<br />Docusign Envelope ID: 78CA7A8E-B561-4CF0-9F38-83E29630801B
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