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A TRUE COPY
<br />CERTIFICATION ON LEST PAGE
<br />RYAN L. BUTLER, CLERK
<br />the prior written consent of the Disclosing Party, which consent may be conditioned upon the execution of
<br />a confidentiality agreement. Each party may disclose Confidential Information of the other party only to its
<br />employees, agents, consultants, subcontractors, or authorized representatives who have a need to know the
<br />Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been
<br />informed of the confidential and proprietary nature of the Confidential Information, and (ii) with respect to
<br />agents, consultants, subcontractors, or authorized representatives, have agreed in writing not to disclose it
<br />to others and to treat it in accordance with the requirements of this section. RIGHTWAY or Client, as
<br />applicable, shall be responsible to the other party for any breach of this Agreement by its respective
<br />employees, agents, consultants, subcontractors, or authorized representatives. Notwithstanding the
<br />foregoing, RIGHTWAY's financial information and/or this Agreement (including the terms and conditions
<br />of this Agreement in whole or in part) cannot be disclosed by Client to any third party without
<br />RIGHTWAY's express written consent. The foregoing shall not apply to such Confidential Information to
<br />the extent: (i) the information is or becomes generally available or known to the public through no fault of
<br />the Receiving Party; (ii) the information was already known by or available to the Receiving Party prior to
<br />the disclosure by the Disclosing Party on a non -confidential basis; (iii) the information is subsequently
<br />disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality to the
<br />Disclosing Party; (iv) the information has already been or is hereafter independently acquired or developed
<br />by the Receiving Party without violating any confidentiality agreement or other similar obligation; or (v)
<br />the information is required to be disclosed pursuant to a court order with prior written notice to the
<br />Disclosing Party.
<br />(c) Use after Termination. Client and RIGHTWAY shall cease using the other
<br />parties' Confidential Information upon termination of this Agreement; provided, however, that
<br />RIGHTWAY may retain records and use information as set forth herein, and each Receiving Party may
<br />retain Confidential Information for back-up, legal, and archival purposes, provided that such retained
<br />Confidential Information shall remain subject to the terms and conditions of this Agreement, and provided
<br />that the Confidential Information shall be destroyed or returned as soon as reasonably practicable.
<br />(d) Permitted Disclosures.
<br />(i) Each Receiving Party shall not disclose or communicate, or permit the
<br />disclosure or communication of any such Confidential Information to any third party without the prior
<br />written consent of the Disclosing Party and a written agreement with such third party. Such written
<br />agreement will include terms substantially the same as those set forth in this Agreement. Each Receiving
<br />Party shall also take reasonable and prudent steps to avoid the inadvertent or intentional disclosure or misuse
<br />of any Confidential Information by any of its current or former directors, officers, employees, agents, or
<br />affiliates ("Representatives"); provided, however, that it may disclose Confidential Information to its
<br />Representatives for the sole purpose of complying with its obligations under this Agreement, subject to the
<br />confidentiality obligations herein.
<br />(ii) Except in accordance with the requirements of this Section 8.03 (Confidential
<br />Information), neither Receiving Party nor its employees, agents, consultants, or authorized representatives
<br />may disclose, or permit to be disclosed, Confidential Information of Disclosing Party as an expert witness
<br />in any proceeding or in response to a request for information by oral questions, interrogatories, document
<br />requests, subpoena, civil investigative demand, formal or informal investigation by any government
<br />agency, judicial process or otherwise. If Receiving Party, or any of its respective employees, agents,
<br />consultants, or authorized representatives, is requested to disclose the Confidential Information of
<br />Disclosing Party for any of the reasons described in the preceding sentence, Receiving Party shall give
<br />prompt prior written notice to the Disclosing Party to allow the Disclosing Party to seek an appropriate
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<br />This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced,
<br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.
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