Terms and Conditions

THIS MUTUAL NON-DISCLOSURE AGREEMENT is effective as of the date of Provider's acceptance of this Agreement via electronic signature (the "Effective Date").

Access HealthNet, LLC ("AHN") and Provider may discuss a possible business relationship and either party might share information with the other party that is considered to be proprietary and confidential. Such information will be disclosed for the aforesaid purpose and for no other purpose in accordance with the following understandings:

1. Confidential Information.

1.1 Each party shall: (i) maintain any information, whether written or otherwise, related to the business and/or technology of the other party that it receives from the other party (collectively, "Confidential Information") in strict confidence at all times; and (ii) not disclose, use, transmit, inform or make available to any entity, person or body any of the disclosing party's Confidential Information except for the purpose of evaluating and engaging in discussions concerning a potential business relationship between the parties or as expressly permitted by the disclosing party in writing prior to disclosure.

1.2 Confidential Information shall include, but not be limited to: (i) business plans, methods and practices; (ii) personnel, customers, and suppliers; (iii) inventions, processes, methods, products, patent and patent applications, and other proprietary rights; and (iv) specifications, drawings, sketches, models, samples, tools, software, computer programs, technical information, and/or other related information.

1.3 Confidential Information is proprietary and confidential and constitutes the disclosing party's trade secrets. The receiving party shall have no right, title or interest in or to the disclosing party's Confidential Information. The receiving party may not use (or disclose to a third party for such party's use of) Confidential Information in competition with the disclosing party. The receiving party shall treat all Confidential Information in a confidential manner to the extent permitted by applicable law. Nothing in this Agreement shall be deemed a limitation or waiver by either party of any rights or protections of the disclosing party under the Wisconsin Uniform Trade Secrets Acts and the federal Defend Trade Secrets Act.

1.4 All Confidential Information shall remain the property of the disclosing party. The receiving party shall use the same care and discretion to avoid disclosure of Confidential Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care.

1.5 Unless permitted in writing by the disclosing party, the receiving party shall not: (i) decompile, disassemble, reverse engineer or otherwise attempt to reduce the other party's Confidential Information; (ii) attempt to determine any source code, algorithms, methods or techniques embodied in any Confidential Information; (iii) copy, modify, adapt, transfer, translate, disclose, rent, lease, grant a security interest in, or license the other party's Confidential Information, or any portion thereof; (iv) create derivative works based upon the other party's Confidential Information, or any portion thereof; or (v) remove any copyright or proprietary notices or labels in or on the other party's Confidential Information.

2. Permitted Disclosures

2.1 The receiving party may disclose the other party's Confidential Information to its employees and employees of permitted subcontractors and affiliates who have a need to know (each, an "Affiliate"); provided, however, that before disclosure to any Affiliate, the receiving party shall have a written agreement with Affiliate sufficient to require the Affiliate to treat the Confidential Information in accordance with this Agreement.

2.2 The restrictions set forth in this Agreement, shall not apply to any Confidential Information which the receiving party can demonstrate: (i) is or becomes known to the public through no breach of this Agreement; (ii) was previously known by the receiving party without any obligation to hold it in confidence; (iii) is received from a third party free to disclose such information without restriction; (iv) is independently developed by the receiving party without the use of the Confidential Information of the disclosing party; or (v) is approved for release by the prior written authorization of the disclosing party, but only to the extent of such authorization.

2.3 The receiving party may disclose Confidential Information that is required to be disclosed by law, regulation, or a valid order of a court or other state or United States governmental body, but only to the extent and for the purpose of such required disclosure, and only if the receiving party first notifies the disclosing party of the order and permits the disclosing party to seek an appropriate protective order.

3. Further Obligations.

3.1 The receiving party shall return to the disclosing party any and all records, notes and other written, printed or tangible materials pertaining to the Confidential Information of the disclosing party immediately on the written request of the disclosing party.

3.2 Upon the effective date of the termination of this Agreement, the receiving party shall destroy or return to the disclosing party all written material containing any Confidential Information of the disclosing party and if applicable, confirm the destruction of the Confidential Information upon written request, provided that the receiving party may retain copies of the Confidential Information to the extent required to comply with applicable law, and provided further, that nothing herein shall require the alteration, modification, deletion or destruction of backup tapes or other back up media made in the ordinary course of business.

4. Miscellaneous.

4.1 The parties agree that the disclosing party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages.

4.2 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the parties.

4.3 Neither party will, without prior approval of the other party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.

4.4 This Agreement in no way creates an obligation for either party to disclose information to the other party or to enter into any other agreements. This Agreement may only be amended in writing signed by both parties.

4.5 This Agreement shall remain in effect for the longest period permitted by law and may only be terminated upon the mutual written agreement of both parties. The requirement to protect the Confidential Information subject to this Agreement shall survive termination of this Agreement.

4.6 This Agreement shall be governed by the laws of the State of Wisconsin. This Agreement shall be enforced in the courts of the State of Wisconsin.

4.7 In the event of litigation to enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including attorneys' fees and court costs incurred in such litigation, in addition to any other relief granted.

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