of performing its obligations under such Sales Order. Neither general the business, operations, financial information, personnel information, advertisements (online sites or in newspapers) nor the consideration client and patient data, and certain work product of a party. Each party and hiring of persons responding to such advertisements shall be shall use reasonable efforts to maintain the confidentiality of information deemed a breach of this Section, unless the advertisement and or trade secrets provided to or obtained by such party which are either solicitation is undertaken as a means to circumvent or conceal a identified as confidential or trade secrets or which a reasonable person violation of this provision and/or the hiring party acts with knowledge of should know is confidential. Each party’s obligations shall terminate if this hiring prohibition. the information was in, or enters through no fault of the recipient, the public domain, or was in the Recipient’s possession free of any Confidential Information. Each party acknowledges that certain obligation of confidence at the time it was communicated to the information that it will have access to or acquire from the other party Recipient by the other party; or was properly disclosed to Recipient by may constitute such other party’s (or its clients’, employees’ or another person without restriction or was developed by the Recipient contractors’) confidential information including information related to independently of any such information. Page 2 of 3 Revised 3/3/02012
of performing its obligations under such Sales Order. Neither general advertisements (online sites or in newspapers) nor the consideration and hiring of persons responding to such advertisements shall be deemed a breach of this Section, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. Confidential Information. Each party acknowledges that certain information that it will have access to or acquire from the other party may constitute such other party’s (or its clients’, employees’ or contractors’) confidential information including information related to the business, operations, financial information, personnel information, client and patient data, and certain work product of a party. Each party shall use reasonable efforts to maintain the confidentiality of information or trade secrets provided to or obtained by such party which are either identified as confidential or trade secrets or which a reasonable person should know is confidential. Each party’s obligations shall terminate if the information was in, or enters through no fault of the recipient, the public domain, or was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; or was properly disclosed to Recipient by another person without restriction or was developed by the Recipient independently of any such information. Page 2 of 3 Revised 3/3/02012
MTM-Technologies-Inc-Master-Agreement.docx