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Agreement shall be recognized unless incorporated herein by amendment as provided herein. Both Parties specifically acknowledge that in entering into and executing this Agreement, they rely solely upon the representations and covenants contained in this Agreement and no others. 8.21 Nondisclosure, Non -Solicitation and Nonuse Obligations. Client, inclusive of its officers, directors, employees, contractors and Members, and Everside will not use for its respective purposes or for the benefit of any third -party, disseminate or in any way disclose, Confidential Information of the other to any person, firm or business, except to the extent necessary for the purpose described in this Agreement. Client and Everside will treat all Confidential Information with the same degree of care as each accord to its own confidential information, but in no case less than reasonable care. Client and Everside will disclose Confidential Information only to those of their respective officers, employees, contractors or agents who have a need to know such information to assist Client or Everside, as appropriate, with respect to the Agreement. Each Party will immediately give notice to the other of any unauthorized use or disclosure of Confidential Information. Client and Everside will assist each other in remedying any such unauthorized use or disclosure of Confidential Information. Notwithstanding anything else in this section, Client is subject to Florida's broad public records laws and Client may disclose information if required by law. (a) The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided hereunder. The Receiving Party shall disclose Confidential Information received by it under this Agreement only to persons within its organization who have a need to know such Confidential Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Confidential Information. The Receiving Party shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Confidential Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. The Receiving Party will immediately report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation. Notwithstanding any else in this section, Client is subject to Florida's broad public records laws and Client may disclose information if required by law. (b) The restrictions set forth in this Section 8.21 shall not apply to Confidential Information that (a) is or becomes public knowledge (through no fault of the Receiving Party), (b) is received by the Receiving Party from a third -party on a non -confidential basis, provided that the source of such information is not bound by a confidentiality agreement or other contractual, legal, or fiduciary obligation of confidentiality with respect to such information, (c) is in the Receiving Party's possession before the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly, from the Disclosing Party, (d) is developed by the Receiving Party, provided, however, the Receiving Party provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure, or (e) is required to be disclosed by law. (c) Each Party agrees not to, directly or indirectly, solicit the services of and 2022 Bersidc I Iralth, LI -C. All rights rc err cd. Cnnlidential. 19