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0 9GGK 20 PIGE 7 contractors, is deemed Confidential Information of such party under this Agreement 4.2 Right to Audit Rebates. Customer, at its sole expense, may audit a reasonable sample of records directly related to Customer's Rebates once in each twelve-month period (following sixty (60) days written notice to AdvancePCS). Such records shall be limited to information necessary for validating the accuracy of the Rebate amounts distributed to Member County by AdvancePCS. The parties agree that an independent third-party auditor agreeable to Customer and AdvancePCS shall conduct such audit, and that such firm will sign an AdvancePCS confidentiality agreement ensuring that all details and terms of all Manufacturer Rebate contracts with AdvancePCS (except the total aggregate amount due to Customer) will be treated as confidential to AdvancePCS and will not be revealed in any manner or form by or to any person or entity. Furthermore, such audit shall be conducted at AdvancePCS' 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 parry 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 AdvancePCS, 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 stale Freedom of Information Law, insofar as disclosure is required by that Law. Member County shall provide AdvancePCS with (i) notice of its intent to disclose Confidential Information and (ii) an opportunity for AdvancePCS to object to such disclosure in accordance with Law. Information submitted to the Member County may be subject to disclosure under the Member County's applicable state Freedom of Information Law ("FOIL") and other Laws. 5.2 Non-Disclosure of Confidential Information. 'fire parties will not (except to the extent expressly authorized by this Agreement) disclose Confidential Information of any other to anyone outside of AdvancePCS, 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. SS 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 par. If and to the extent feasible, upon termination of this Agreement. AdvancePCS will destroy or will return to Member County or Customer all PHI obtained pursuant to this Agreement and shall retain NAOC k' v2.doe (07/06/2005) ~RwCk Intl Page s of i5 This document contains proprietan' into inarion of Adv aucePCS. and mac not be used for any purpose other than to evaluate emering irrto a relationship o-ith AdvancePCS_ nor mars it be duplicmed or disclosed to others for any purpose.