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NON-DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of the 2nd day of March 2010 between AT&T, Inc . ("Carrier") , with its principal place ofbusiness at One AT&T Plaza, 208 S Akard Street, Dallas , Texas 75202 ("Headquarters " ) and the public safety entity requesting wireless 911 services , Indian River County Emergency Services ("PSAP ") located in Vero Beach , Florida . 1 . The Carrier and the PSAP intend to disclose to each other information , which may include confidential information , for the pU pose( s) described in Attachment A hereto (the "Project " ) . The term " Confidential hiformation " shall mean any information or data which is disclosed by a party to the other party under or in contemplation of this Agreement and which : (a) if in tangible form or other media that can be converted to readable form , is clearly marked as proprietary, confidential or private when disclosed, or (b) if oral , is identified as proprietary, confidential , or private on disclosure and is summarized in a writing so marked and delivered within thirty (30) days following such disclosure . The summary may be in the form of a non- confidential description of the confidential information that was disclosed . Confidential inforrr► ation may be either the property of the disclosing party or information provided to the disclosing party by a corporate affiliate of the disclosing party or by a third party. 2 . The receiving party acknowledges the economic value to the disclosing party of all Confidential Information . With respect to Confidential Information, the recipient shall : (a) use the Confidential Inforrilation only for the purpose(s ) set forth in Attachment A ; (b ) restrict disclosure of the Confidential Information solely to those employees of such party and its affiliates with a " need to know " and not disclose it to any other person or entity without the prior written consent of the disclosing party; ( c) advise those employees who gain access to Confidential hlformation of their obligations with respect to the Confidential Information ; ( d ) make only the number of copies of the Confidential Information necessary to disseminate the information to those employees who are entitled to have access to it, and ensure that all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies ; and ( e) safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private infon-nation .