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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK disclosing or using such Confidential Information in any manner that would otherwise constitute a breach of this Agreement. 2. Restrictions; Covenants. (a) Receiving Party shall use the Confidential Information solely for the Business Purpose and for no other purpose whatsoever, whether for the benefit of Receiving Party, or for the benefit, directly or indirectly, of any other person or entity. (b) Confidential Information may be disclosed, used, reproduced, summarized or distributed only in pursuance of the Business Purpose, and only as specifically provided hereunder. (c) Receiving Party may not reverse engineer, decompile or disassemble any software or other Confidential Information disclosed to Receiving Party. (d) Receiving Party affirmatively covenants that it shall not under any circumstances, directly or indirectly, by itself or in conjunction with any person or entity other than Disclosing Party, pursue or implement a project or business practice that is based upon, similar to, or incorporates all or any reasonably significant component of the Business Purpose. (e) Each Party agrees that, while any discussions of and during the period of pursuance of the Business Purpose, and for two years thereafter, it will not, without the advance written consent of the other Party, directly or indirectly recruit, solicit for employment, or employ any employee, consultant, or independent contractor of the other Party or otherwise interfere with any such employee's, consultant's or independent contractor's employment relationship or status without the advance written approval of the other Party. 3. Riahts and Remedies. (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by Receiving Party, and will cooperate fully with Disclosing Party to assist Disclosing Party in regaining possession of the Confidential Information and preventing any further unauthorized use or disclosure of Confidential Information. (b) In the event either Party decides for any reason not to proceed further with the Business Purpose, such Party shall immediately provide written notice to the other Party and Receiving Party shall immediately return or destroy any and all Confidential Information to Disclosing Party, including, but not limited to, any copies, reproductions, summaries and extractions thereof, regardless of the medium in which such Confidential Information is stored or maintained. Section 3(b) of this Agreement specifically applies to any Confidential Information, regardless of the medium in which such information is maintained, that have been prepared or generated by Receiving Party that in any manner relates to the Business Purpose.