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Caremark ) . Such records shall be limited to information necessary for validating the accuracy of the Rebate amounts distributed to Member County by Caremark . The parties agree that an independent third - party auditor agreeable to Customer and Caremark shall conduct such audit, and that such firm will siun a Caremark confidentiality agreement ensuring that all details and terms of all Manufacturer Rebate contracts with Caremark ( except the total aggregate amount due to Customer) will be treated as confidential to Caremark and will not be revealed in any manner or form by or to any person or entity . Furthermore , such audit shall be conducted at Caremark ' s office where such records are located , during normal business hours , without undue interference with business activities , and in accordance with reasonable audit procedures. 5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY . 5. 1 Confidential and Proprietary Information . In connection with this Agreement, each party may disclose to the other party certain proprietary or confidential technical and business information , databases, trade secrets , and innovations belonging to the disclosing party ("Confidential Information" ) , the value of which might be lost if the proprietary nature or confidentiality of such Confidential Information is not maintained . For the purposes of this Section , the contents of this Agreement and of any exhibits, amendments, or addenda attached hereto are deemed Confidential Information . Furthermore , any work, compilation , processes or inventions developed by Caremark, Member County or Customer, or their respective agents, employees or contractors , is deemed Confidential Information of such party under this Agreement . Notwithstanding the foregoing , Confidential Information may be disclosed by Member County in response to a request made pursuant to the Member County ' s applicable state Public Records Law , insofar as disclosure is required by that Law . Member County shall provide Caremark with ( i ) notice of its intent to disclose Confidential Information and ( ii ) an opportunity for Caremark to object to such disclosure in accordance with Law . Attached hereto as Exhibit D is a copy of this Agreement which redacts certain pricing information . Notwithstanding the foregoing, the parties agree that as a matter of convenience, Exhibit D may be disclosed by Member County as required by Member County ' s applicable Public Records Law without providing Caremark an opportunity to object. Member County agrees to provide Caremark with reasonable notice of its disclosure of Exhibit D . 5 .2 Non -Disclosure of Confidential Information . The parties will not ( except to the extent expressly authorized by this Agreement ) disclose Confidential Information of any other to anyone outside of Caremark , Member County or Customer, nor will they copy or reproduce any Confidential Information of another unless expressly authorized to do so by such party in writing . Each party will disclose Confidential Information of another only to its employees who have a need to know the Confidential Information in order to accomplish the purpose of this Agreement and who ( i ) have been informed of the confidential and proprietary nature of the Confidential Information, and ( ii ) have agreed not to disclose it to others . In order to preserve and protect the confidential or proprietary nature of any Confidential Information and to prevent it from falling into the public domain or into the possession of persons not bound to maintain its confidentiality , each party will handle the Confidential Information of any other party with the same degree of care that it applies with respect to its own information that it considers as confidential and proprietary , but in no event with less than reasonable care. 5.3 Exceptions and Permitted Disclosures. The receiving party of Confidential Information will not be liable for any disclosure or use of Confidential Information which is publicly available or later becomes publicly available other than through a breach of this Agreement , or if the Confidential Information is shown by written documentation to be known to the receiving party on the date of execution of this Agreement, having been received from a source ( other than a party to this Agreement ) that had the right to disclose the Confidential Information . 5. 4 Subpoena . Confidential Information may be disclosed pursuant to a bona fide subpoena if the party receiving the bona fide subpoena has given the other party prompt written notice of receipt of the subpoena so that the other party can object or otherwise intervene as it deems proper. 5. 5 Return or Destruction of Information . All Confidential Information will remain the property of the disclosing party , and the receiving party will return all written or tangible materials , and all copies thereof, upon request of the disclosing parry . If and to the extent feasible, upon termination of this Agreement , Caremark will destroy or will return to Member County or Customer all PHI obtained pursuant to this Agreement and shall retain no copies thereof: provided however, that if such return or destruction is not reasonably feasible, the provisions of Section 4 of this Agreement shall continue to apply to such information after the termination hereof. NACo k3 m) doc ( 02 /24 /2006 ) IRcClaiml Parc 5 of 29 This document contains proprietary information of Caremark , and may not be used for any purpose other than to evaluate entering into a relationship t% ith Caremark , nor may it be duplicated or disclosed to others for any purpose