<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
        <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made and effective as of November 19, 1998, by and between National Medical Health Card Systems, Inc., its subsidiaries and affiliates ("Health Card") and John Ciufo ("Ciufo"). The parties acknowledge the following facts: A. Health Card and Ciufo are desirous to engage in a possible relationship between the parties which may require an examination by Ciufo of Health Card and its business undertakings (the "Project"); and B. In order to proceed with the Project, Health Card may disclose to Ciufo certain Proprietary Information (as such term is hereinafter defined). In consideration of the above promises and the covenants hereinafter set forth, the parties agree as follows: 1. a. "Proprietary Information" means information including, but not limited to clients, pricing and information which is related to the business of Health Card from which Health Card (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts by Health Card that are reasonable under the circumstances to maintain its secrecy, including without limitation (i) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (ii) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (iii) otherwise treating such information as confidential. Assuming the criteria in clauses (1) and (2) above are met, Proprietary Information includes, but is not limited to technical and nontechnical information and data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of Health Card. Proprietary Information also includes information which has been disclosed to Health Card by a third party, which Health Card is obligated to treat as confidential. b. Proprietary Information does not include any information which (1) is already known to Ciufo at the time it is disclosed to Ciufo by Health Card, provided that such information has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (2) is disclosed by Ciufo pursuant to a requirement of a governmental agency or is required to be disclosed by operation of law; provided, however, that Ciufo shall first have given written notice of such required disclosure to Health Card to allow Health Card to seek to protect the confidentiality of the information required to be disclosed; or (3) before being divulged by Ciufo (i) has become generally known to the public through no wrongful act of Ciufo (ii) has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (iii) has been approved for release to the general public by written authorization of Health Card; (iv) has been independently developed by Ciufo without use, directly or indirectly, of the Proprietary Information; or (v) has been furnished to a third party by Health Card without restrictions on the third party's right to disclose the information. 2. Ciufo (a) must receive and hold the Proprietary Information in trust and in strictest confidence; (b) must protect the Proprietary Information from disclosure and in no event take any action causing, or failing to take reasonable action necessary in order to<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|> prevent, any Proprietary Information disclosed to Ciufo to lose its character as Proprietary Information; and (c) must not use, duplicate, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except to perform the Project. Any and all reproductions of the Propriet<|eot_id|>