Common use of CONFIDENTIAL INFORMATION OF THE PARTIES Clause in Contracts

CONFIDENTIAL INFORMATION OF THE PARTIES. Without limiting the foregoing, and in addition to the Patient Data provisions stated above, any and all trade secrets, if any, and confidential information and all physical embodiments thereof ("Confidential Information") received by either party (the "Receiving Party") from the other party (the "Disclosing Party") during the term of this Agreement are confidential to and are and will remain the sole and exclusive property of the Disclosing Party. Confidential Information shall also include all other forms of information designated as Confidential Information in this Agreement. With respect to Quest Diagnostics, the Quest Diagnostics Confidential Information may include, without limitation, knowledge, information and material concerning Quest Diagnostics, including its products, services, data processing systems, equipment, software, supplies and services, and proprietary information concerning Quest Diagnostics and the names and addresses of Providers. With respect to MedPlus, the MedPlus Confidential Information may include, without limitation, knowledge, information and material concerning the Software, related source code, computer programs and screens and proprietary information concerning MedPlus, its affiliated companies and their respective products and services. At all times, both during the term of this Agreement and after its termination, the Receiving Party shall hold all Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character as Confidential Information. At all times during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement (except where a longer period is required pursuant to this Agreement or Applicable Laws), the Receiving Party shall hold the Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character or cease to qualify as Confidential Information. Confidential Information shall be maintained under secure conditions by the Receiving Party, using reasonable security measures and in any event (i) not less than the same security measures used by the Receiving Party for the protection of its own Confidential Information of a similar kind, and (ii) any specific security measures required by this Agreement or by Applicable Laws. Within thirty (30) days after termination of this Agreement, the Receiving Party shall deliver to the Disclosing Party all of the Disclosing Party's Confidential Information then in the custody, control or possession of the Receiving Party. If the Receiving Party is ordered by a court of competent jurisdiction, administrative agency, or other governmental body to disclose Confidential Information, or it if is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then the Receiving Party will not be liable to the Disclosing Party for disclosure of Confidential Information or Confidential Information required by such order if the Receiving Party provides reasonable prior written notice of such disclosure and reasonably cooperates with the efforts of the Disclosing Party, at the Disclosing Party's expense, to protect the confidentiality of such Confidential Information. Confidential Information shall exclude information that (i) was known to the Receiving Party prior to its first receipt from the Disclosing Party; or (ii) at any time becomes a matter of public knowledge without any fault of the Receiving Party; or (iii) is at any time lawfully received by the Receiving Party from a third party under circumstances permitting its disclosure to others; or (iv) is independently developed by the Receiving Party as evidenced by the Receiving Party's records; or (v) is at any time furnished to a third party by the Disclosing Party without restriction on use or disclosure; or (vi) is disclosed pursuant to a lawful requirement or request of a government agency, subject to the express provisions of this Agreement; or (vii) is approved for release by written authorization of the Disclosing Party. The Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. Each party will cooperate with the other in the protection of Confidential Information. Each party acknowledges and agrees that in the event of a material breach of these obligations of confidentiality, the non-breaching party will suffer irreparable harm and injury, which may not be adequately compensated by monetary damages. Accordingly, in the event of a material breach or threatened breach, the non-breaching party shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to and not in limitation of any and all other remedies, which such party, may have at law. Notwithstanding anything contained herein to the contrary, both parties agree that the other party may disclose relevant terms of this Agreement to third parties with a business need to know; provided that such party has obtained the other party's prior written consent as to (i) the identity of the disclosee and (ii) the scope of the disclosure, and has entered into a confidentiality agreement with such third party in a form acceptable to the other party and the other party is made a third party beneficiary thereof. For purposes hereof, both parties agree that the Confidentiality Agreement attached hereto as Exhibit D is acceptable and that MedPlus may disclose to the party indicated on Exhibit I relevant terms hereof, including but not limited to pricing if in fact directly relevant to its negotiations with such party.

CONFIDENTIAL INFORMATION OF THE PARTIES. Without limiting the foregoing, and in addition to the Patient Data Information provisions stated above, any and all trade secrets, if any, and confidential information and all physical embodiments thereof ("Confidential Information") received by either party (the "Receiving Party") from the other party (the "Disclosing Party") during the term of this Agreement are confidential to and are and will remain the sole and exclusive property of the Disclosing Party. Confidential Information shall also include all other forms of information designated as Confidential Information in this Agreement. With respect to Quest Diagnostics, the Quest Diagnostics Confidential Information may include, without limitationincluding but not limited to, knowledge, information and material concerning Quest Diagnosticsor any Provider, including its products, services, data processing systems, equipment, software, supplies and services, and proprietary information concerning Quest Diagnostics and the names and addresses of Providers. With respect to MedPlus, the MedPlus Confidential Information may include, without limitation, Providers and knowledge, information and material concerning the Softwaresoftware licensed hereunder or in related agreements, related source code, computer programs and screens and proprietary information concerning MedPluseither MedPlus or Cybear, its affiliated companies and their respective products and services. At all times, both during the term of this Agreement and after its termination, the Receiving Party shall hold all Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character as Confidential Information. At all times during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement (except where a longer period is required pursuant to this Agreement or Applicable Laws), the Receiving Party shall hold the Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character or cease to qualify as Confidential Information. Confidential Information shall be maintained under secure conditions by the Receiving Party, using reasonable security measures and in any event (i) not less than the same security measures used by the Receiving Party for the protection of its own Confidential Information of a similar kind, and (ii) any specific security measures required by this Agreement or by Applicable Laws. Within thirty (30) days after termination of this Agreement, the Receiving Party shall deliver to the Disclosing Party all of the Disclosing Party's Confidential Information then in the custody, control or possession of the Receiving Party. If the Receiving Party is ordered by a court of competent jurisdiction, administrative agency, or other governmental body to disclose Confidential Information, or it if is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then the Receiving Party will not be liable to the Disclosing Party for disclosure of Confidential Information or Confidential Information required by such order if the Receiving Party provides reasonable prior written notice of such disclosure and reasonably cooperates with the efforts of the Disclosing Party, at the Disclosing Party's expense, to protect the confidentiality of such Confidential Information. Confidential Information shall exclude information that (i) was known to the Receiving Party prior to its first receipt from the Disclosing Party; or (ii) at any time becomes a matter of public knowledge without any fault of the Receiving Party; or (iii) is at any time lawfully received by the Receiving Party from a third party under circumstances permitting its disclosure to others; or (iv) is independently developed by the Receiving Party as evidenced by the Receiving Party's records; or (v) is at any time furnished to a third party by the Disclosing Party without restriction on use or disclosure; or (vi) is disclosed pursuant to a lawful requirement or request of a government agency, subject to the express provisions of this Agreement; or (vii) is approved for release by written authorization of the Disclosing Party. The Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. Each party will cooperate with the other in the protection of Confidential Information. Each party acknowledges and agrees that in the event case of a material breach of these obligations of confidentiality, the non-breaching party will suffer irreparable harm and injury, which may not be adequately compensated by monetary damages. Accordingly, in the event case of a material breach or threatened breach, the non-breaching party shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to and not in limitation of any and all other remedies, which such party, may have at law. Notwithstanding anything contained herein to the contrary, both parties agree that the other party may disclose relevant terms of this Agreement to third parties with a business need to know; provided that such party has obtained the other party's prior written consent as to (i) the identity of the disclosee and (ii) the scope of the disclosure, disclosure and has entered into a confidentiality agreement with such third party in a form acceptable to the other party and the other party is made a third party beneficiary thereof. For purposes hereof, both parties agree that the Confidentiality Agreement attached hereto as Exhibit D is acceptable and that MedPlus may disclose to the party indicated on Exhibit I relevant terms hereof, including but not limited to pricing if in fact directly relevant to its negotiations with such party.

CONFIDENTIAL INFORMATION OF THE PARTIES. Without limiting In furtherance of the foregoingconduct of a Study, and in addition it may be necessary or desirable for the Parties to the Patient Data provisions stated abovedisclose proprietary, any and all trade secrets, if any, and secret and/or other confidential information and all physical embodiments thereof ("“Confidential Information"”) received by either party to each other. All such Confidential Information shall remain the property of the Party disclosing same. Each Party hereto agrees that any Confidential Information disclosed to it or its employees, agents and contractors, (a) shall be used only in connection with the "Receiving Party") from the other party (the "Disclosing Party") during the term legitimate purposes of this Agreement are confidential or applicable Work Order, (b) shall be disclosed only to those who have a need to know it and are and will remain the sole and exclusive property of the Disclosing Party. Confidential Information shall also include all other forms of information designated as Confidential Information in this Agreement. With respect obligated to Quest Diagnostics, the Quest Diagnostics Confidential Information may include, without limitation, knowledge, information and material concerning Quest Diagnostics, including its products, services, data processing systems, equipment, software, supplies and services, and proprietary information concerning Quest Diagnostics and the names and addresses of Providers. With respect to MedPlus, the MedPlus Confidential Information may include, without limitation, knowledge, information and material concerning the Software, related source code, computer programs and screens and proprietary information concerning MedPlus, its affiliated companies and their respective products and services. At all times, both during the term of this Agreement and after its termination, the Receiving Party shall hold all Confidential Information of the Disclosing Party keep same in confidence, and will not use, copy or disclose such (c) shall be safeguarded with reasonable care. The Parties shall treat each item of Confidential Information or cause any of such Confidential Information to lose its character as Confidential Information. At all times confidential during the term of this Agreement and for a period of eighteen five (185) months following the termination of years after each specific Work Order relative to such Confidential Information terminates. The Parties agree that this Agreement (except where a longer period and its terms herein may be subject to the Texas Open Records Act. The Parties further agree that the Protocol is required pursuant to this Agreement or Applicable Laws), the Receiving Party shall hold the Confidential Information of the Disclosing Party in confidencewho wrote the Protocol. Additionally, when requested by the other Party and will not use, copy or disclose provided such Confidential Information is not required to perform any obligations under this Agreement, each Party agrees to destroy or cause any return to the requesting Party all copies of such Confidential Information of the requesting Party. Notwithstanding the foregoing, each Party may, however, retain one copy of Confidential Information to lose fulfill its character or cease compliance and record keeping obligations, subject to qualify as the confidentiality obligations of this Section 5.2. 5.2.1 The foregoing confidentiality obligations shall not apply when, after and to the extent any Confidential Information. Confidential Information shall be maintained under secure conditions by the Receiving Party, using reasonable security measures and in any event that is not also PHI, is disclosed: (i1) not less than the same security measures used by the Receiving Party for the protection of its own Confidential Information of a similar kindis now, and (ii) any specific security measures required by this Agreement or by Applicable Laws. Within thirty (30) days after termination of this Agreementhereafter becomes, the Receiving Party shall deliver generally available to the Disclosing Party all public through no fault of the Disclosing Party's Confidential Information then receiving Party or its employees, agents or contractors; (2) was already in the custody, control or possession of the Receiving Party. If the Receiving receiving Party is ordered by a court of competent jurisdiction, administrative agency, or other governmental body without restriction as to disclose Confidential Information, or it if is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then the Receiving Party will not be liable to the Disclosing Party for disclosure of Confidential Information or Confidential Information required by such order if the Receiving Party provides reasonable prior written notice of such disclosure and reasonably cooperates with the efforts of the Disclosing Party, confidentiality at the Disclosing Party's expensetime of disclosure as evidenced by competent written contemporaneous records, to protect the confidentiality of such Confidential Information. Confidential Information shall exclude information that or (i) was known to the Receiving Party prior to its first receipt from the Disclosing Party; or (ii) at any time becomes a matter of public knowledge without any fault of the Receiving Party; or (iii3) is at any time lawfully subsequently received by the Receiving receiving Party from a third party under circumstances permitting its disclosure to others; or without restriction and without breaching any confidential obligation between the third party and the disclosing Party hereunder. (iv4) is independently developed by the Receiving Party as evidenced by the Receiving Party's records; or (v) is at any time furnished to a third party by the Disclosing Party without restriction on use or disclosure; or (vi) is disclosed pursuant to a lawful requirement or request of a government agency, subject access to the express disclosing Party’s Confidential Information. 5.2.2 Notwithstanding any other provisions of this Agreement; Agreement or (vii) is approved for release by written authorization of the Disclosing Party. The Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. Each party will cooperate with the other in the protection of Work Order, Confidential Information. Each party acknowledges and agrees that in the event of a material breach of these obligations of confidentiality, the non-breaching party will suffer irreparable harm and injury, which Information may not be adequately compensated by monetary damages. Accordingly, in the event of a material breach or threatened breach, the non-breaching party shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to and not in limitation of any and all other remedies, which such party, may have at law. Notwithstanding anything contained herein to the contrary, both parties agree that the other party may disclose relevant terms of this Agreement to third parties with a business need to know; provided that such party has obtained the other party's prior written consent as to disclosed: (i) to the identity of extent necessary to obtain informed consent from patients or human subjects who may wish to enroll in a Study, provided, however, that the disclosee Confidential Information will be disclosed only to the extent necessary and Confidential Information will not be provided when answering unsolicited inquiries by telephone or to individuals who are not eligible Study candidates; (ii) to the scope extent required by Applicable Law (including, without limitation, the filing and prosecution of patent applications and the disclosure to IRB members and/or regulatory authorities), provided that the Party making such disclosure of the disclosure, and has entered into a confidentiality agreement with such third party in a form acceptable to other Party’s Confidential Information shall give the other party Party as much advance notice as is reasonably practicable of same and shall request confidential treatment of such disclosure from the other party recipient thereof as may be afforded by Applicable Law. (iii) for the safety or well-being of a human subject. 5.2.3 If and when Confidential Information is made no longer confidential as a third party beneficiary thereof. For purposes hereofresult of one of the exclusions in Section 5.2.1 above, both parties agree that the Confidentiality Agreement attached hereto as Exhibit D is acceptable and that MedPlus may disclose to the party indicated on Exhibit I relevant terms hereof, including but a Party will not limited to pricing if in fact directly relevant be restricted with respect to its negotiations with use or disclosure of such partyinformation. Disclosures permitted by Section 5.2.2 and Section 7.3 below shall not affect the confidentiality of such information for other purposes.

CONFIDENTIAL INFORMATION OF THE PARTIES. (a) Without limiting the foregoing, and in addition to the Patient Data provisions stated above, any and all trade secrets, if any, secrets and confidential information and all physical embodiments thereof ("Confidential Information") received by either party and its authorized agents (the "Receiving Party") from the other party and its authorized agents (the "Disclosing Party") during the term Term of this Agreement are confidential to to, and are and will shall remain the sole and exclusive property of of, the Disclosing Party. Confidential Information shall also include all other forms of information designated as Confidential Information in this Agreement. With respect Each party shall cause its employees and authorized agents to Quest Diagnostics, be bound by the Quest Diagnostics Confidential Information may include, without limitation, knowledge, information and material concerning Quest Diagnostics, including its products, services, data processing systems, equipment, software, supplies and services, and proprietary information concerning Quest Diagnostics and the names and addresses provisions of Providers. With respect to MedPlus, the MedPlus Confidential Information may include, without limitation, knowledge, information and material concerning the Software, related source code, computer programs and screens and proprietary information concerning MedPlus, its affiliated companies and their respective products and services. this Agreement. (b) At all times, both during the term Term of this Agreement and after its termination, the Receiving Party shall hold all Confidential Information of the Disclosing Party in confidence, and will shall not use, commercialize, copy or disclose such Confidential Information Information, or cause any of such Confidential Information to lose its character as Confidential Information. At all times during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement (except where a longer period is required pursuant to this Agreement or Applicable Laws)physical embodiment thereof, the Receiving Party shall hold the Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character or cease to qualify as Confidential Information. . (c) Confidential Information shall be maintained under secure conditions by the Receiving Party, using reasonable security measures and in any event (i1) not less than the same security measures used by the Receiving Party for the protection of its own Confidential Information of a similar kind, ; and (ii2) any specific security measures required by this Agreement or by Applicable LawsLaw. Within thirty (30) days after termination of this Agreement, the Receiving Party shall deliver to the Disclosing Party all of the Disclosing Party's Confidential Information Information, and all physical embodiments thereof, then in the custody, control or possession of the Receiving Party. If ; provided that the Receiving Party shall be entitled to keep a copy thereof solely for archival or litigation purposes. (d) Subject to the provisions of Section 5.7, if the Receiving Party is requested or ordered by a court of competent jurisdiction, administrative agency, or other governmental body to disclose Confidential Information, or if it if is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then the Receiving Party will shall not be liable to the Disclosing Party for disclosure of Confidential Information or Confidential Information required by such order if the Receiving Party provides reasonable prior written notice of such disclosure and reasonably cooperates with the efforts of the Disclosing Party, at the Disclosing Party's expense, to protect the confidentiality of such Confidential Information. . (e) Confidential Information shall exclude information that (i) was known to the Receiving Party prior to its first receipt from the Disclosing Party; or (ii) at any time becomes a matter of public knowledge without any fault of the Receiving Party; or (iii) is at any time lawfully received by the Receiving Party from a third party under circumstances permitting its disclosure to others; or (iv) is independently developed by the Receiving Party as evidenced by the Receiving Party's records; or (v) is at any time furnished to a third party by the Disclosing Party without restriction on use or disclosure; or (vi) is disclosed pursuant to a lawful requirement or request of a government agency, subject to the express provisions of this Agreement; or (vii) is approved for release by written authorization of the Disclosing Party. The Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. . (f) Each party will shall cooperate with the other in the protection of Confidential Information. Each party acknowledges and agrees that in the event of a material any breach or threatened breach of these obligations of confidentialityconfidentiality is a material breach of this Agreement, and the non-breaching party will suffer irreparable harm and injury, injury which may not be adequately compensated by monetary damages. Accordingly, in the event of a material breach or threatened breach, in addition to any other remedies provided for in this Agreement or at law, the non-breaching party shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to and not in limitation of any and all other remedies, which such party, may have at law. Notwithstanding anything contained herein to the contrary, both parties agree that the other party may disclose relevant terms of this Agreement to third parties with a business need to know; provided that such party has obtained the other party's prior written consent as to (i) the identity of the disclosee and (ii) the scope of the disclosure, and has entered into a confidentiality agreement with such third party in a form acceptable to the other party and the other party is made a third party beneficiary thereof. For purposes hereof, both parties agree that the Confidentiality Agreement attached hereto as Exhibit D is acceptable and that MedPlus may disclose to the party indicated on Exhibit I relevant terms hereof, including but not limited to pricing if in fact directly relevant to its negotiations with such party.

CONFIDENTIAL INFORMATION OF THE PARTIES. Without limiting The parties acknowledge that all information, including software described in paragraph 7(b), regarding a party or its affiliates (the foregoing, and in addition "Disclosing Party") provided to the Patient Data provisions stated above, any and all trade secrets, if any, and confidential information and all physical embodiments thereof ("Confidential Information") received by either party other (the "Receiving Party") from and identified by the other party (Disclosing Party to the "Disclosing Party") during the term of Receiving Party as confidential in connection with this Agreement are confidential to and are and will remain the sole and exclusive property is commercially valuable, proprietary information of the Disclosing Party. Confidential Information shall also include all other forms of information designated This expressly includes copyrighted material, such as Confidential Information in this Agreement. With respect to Quest Diagnostics, the Quest Diagnostics Confidential Information may include, without limitation, knowledge, information and material concerning Quest Diagnostics, including its products, services, data processing systems, equipment, software, supplies and servicesfunctional design documents, and proprietary retailer and other training or informational manuals, videos and other materials. Any such copyrighted information concerning Quest Diagnostics may be used by the other party for the SAS, NCS (Northeast Coalition of States) EBT project or WSEA (Western States EBT Alliance) EBT project, provided that the Disclosing Party's copyright notice be included with any such use and the names and addresses of Providers. With respect to MedPlus, the MedPlus Confidential Information may include, without limitation, knowledge, information and material concerning the Software, related source code, computer programs and screens and proprietary information concerning MedPlus, its affiliated companies and their respective products and services. At all times, both during the term of this Agreement and after its termination, the Receiving Party shall hold all Confidential Information identify that such is "used with permission". If portions of the Disclosing Party copyrighted information are used in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character as Confidential Information. At all times during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement (except where a longer period is required pursuant to this Agreement or Applicable Laws), the Receiving Party shall hold the Confidential Information of the Disclosing Party in confidence, and will not use, copy or disclose such Confidential Information or cause any of such Confidential Information to lose its character or cease to qualify as Confidential Information. Confidential Information shall be maintained under secure conditions new document created by the Receiving Party, using reasonable security measures the portions used must be identified and in acknowledged as "used with permission". Under no circumstances will any event (i) not less than the same security measures used by the Receiving Party for the protection of its own Confidential Information of a similar kind, and (ii) any specific security measures required by this Agreement or by Applicable Laws. Within thirty (30) days after termination of this Agreement, the Receiving Party shall deliver to the Disclosing Party all of the Disclosing Party's Confidential Information then in the custody, control or possession of the Receiving Party. If the Receiving Party is ordered by a court of competent jurisdiction, administrative agency, or other governmental body to disclose Confidential Information, or it if is served with or otherwise becomes aware of a motion or similar request that such an order existing information be issued, then the Receiving Party will not be liable to the Disclosing Party for disclosure of Confidential Information or Confidential Information required by such order if the Receiving Party provides reasonable prior written notice of such disclosure and reasonably cooperates with the efforts of the Disclosing Party, at the Disclosing Party's expense, to protect the confidentiality of such Confidential Information. Confidential Information shall exclude information that (i) was known to the Receiving Party prior to its first receipt from the Disclosing Party; or (ii) at any time becomes a matter of public knowledge "jointly copyrighted" without any fault of the Receiving Party; or (iii) is at any time lawfully received by the Receiving Party from a third party under circumstances permitting its disclosure to others; or (iv) is independently developed by the Receiving Party as evidenced by the Receiving Party's records; or (v) is at any time furnished to a third party by the Disclosing Party without restriction on use or disclosure; or (vi) is disclosed pursuant to a lawful requirement or request of a government agency, subject to the express provisions of this Agreement; or (vii) is approved for release by written authorization agreement of the Disclosing Party. The Receiving Party acquires no ownership rights to such information under this Agreement. The Receiving Party further acknowledges that such information is CONFIDENTIAL AND PROPRIETARY INFORMATION disclosed to the Receiving Party on a confidential basis to be used only as may be expressly permitted by the terms and conditions of this Agreement. The Receiving Party further agrees that it shall bear not, before or at any time after the burden termination of showing that this Agreement, disclose or negligently cause the disclosure of any of the foregoing exclusions applies information to any information other person (to include local, county, state or materialsfederal government), firm, organization or employee. Each party will As against any third party, the Receiving Party agrees to cooperate with the other in the protection of Confidential Information. Each party acknowledges and agrees that Disclosing Party in the event of a material breach of these obligations of confidentiality, any litigation concerning the non-breaching party will suffer irreparable harm Disclosing Party's confidential and injury, which may not be adequately compensated by monetary damages. Accordingly, in the event of a material breach or threatened breach, the non-breaching party shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to and not in limitation of any and all other remedies, which such party, may have at law. Notwithstanding anything contained herein proprietary information provided to the contrary, both parties agree that Receiving Party under this Agreement. Neither the other party Receiving Party nor a State may disclose relevant terms obtain rights in CONFIDENTIAL AND PROPRIETARY INFORMATION under the provisions of Sections 23(f) or 8(a) of this Agreement to third parties with a business need to know; provided that such party has obtained the other party's prior written consent as to (i) the identity or any provision of the disclosee and (ii) Contract. Any such information in the scope Receiving Party's possession at the termination of this Agreement shall be returned or destroyed upon the disclosureDisclosing Party's request, and has entered into a confidentiality agreement which identifies the information to be returned or destroyed with such third party in a form acceptable to the other party reasonable specificity and the other party is made a third party beneficiary thereof. For purposes hereof, both parties agree that the Confidentiality Agreement attached hereto as Exhibit D is acceptable and that MedPlus may disclose Receiving Party's right to the party indicated on Exhibit I relevant terms hereof, including but not limited use such information shall be terminated subject to pricing if in fact directly relevant to any State's right under its negotiations with such partyContract.