2021-02-09-minutes-solid-waste-and-maintenance

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Elav reasonable opportunity to seek a protective order or other similar remedy. In addition, the Receiving Party shall exercise its reasonable best efforts to: (i) narrow the scope of disclosure, (ii) make such disclosure only to the extent so required, and (iii) obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. c. The Receiving Party and its Representatives shall protect the Confidential Information of the Disclosing Party by using at least the same degree of care as is used by the Receiving Party to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party in the event of a known or suspected misappropriation or unauthorized disclosure or use of the Disclosing Party's Confidential Information and shall take all reasonable steps to limit, stop, or otherwise remedy any known or suspected misappropriation or unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party shall be responsible for informing the Disclosing Party if certain of its current or former Representatives no longer should be provided access to Confidential Information. Any copies made of the Disclosing Party's Confidential Information shall contain the Disclosing Party's proprietary or confidentiality notices in the same manner in which such notices were set forth in or on the original. d. The Receiving Party acknowledges that Confidential Information of the Disclosing Party may be deemed to be material, non-public information and, as such, disclosure and use of the Confidential Information of the Disclosing Party may be restricted by securities laws. The Receiving Party agrees to, and will use reasonable efforts to cause its Representatives to, comply with all applicable securities laws regarding the use or communication of the Confidential Information of the Disclosing Party. e. The Receiving Party's obligations set forth in this Section 2 shall be referred to as such party's "Confidentiality Obligations". Excluding Confidential Information of the Disclosing Party which is personally identifiable information, the Receiving Party's Confidentiality Obligations shall not apply to any portion of the Confidential Information of the Disclosing Party which: i. was publicly known prior to the time of disclosure by the Disclosing Party or Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in form v.08.07.12) thereafter becomes publicly known and made generally available in the public domain through no act or omission or fault of the Receiving Party; ii. was, at the time of receipt, otherwise already known to the Receiving Party without restrictions as to use or disclosure as evidenced by the Receiving Party's prior written records; iii. is obtained by the Receiving Party from a third party without breach of this Agreement or breach of such third party's obligations of confidentiality; or iv. is independently developed by the Receiving Party without use of or reference to the . Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party's possession. Provided, however, specific Confidential Information shall not be deemed to fall within the above exceptions merely because it is within the scope of more general information within an exception, and a combination of information or features shall not be considered to fall within the above exceptions unless the combination itself, including its principles of operation, is within the exceptions. 3. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Proposed Relationship. 4. Return of Materials. All documents and other tangible objects (including data on computer hard drives, floppy disks, CD-roms, tapes, or other media) containing or representing Confidential Information of a Disclosing Party, and all copies thereof, which are in the possession of any Receiving Party, shall be and remain the property of the Disclosing Party and shall, upon Disclosing Party's request, be promptly returned or destroyed upon the expiration of the term of this Agreement or when otherwise requested by the Disclosing Party. Notwithstanding anything to the contrary, however, the Receiving Party may retain one (1) copy of the Confidential Information of the Disclosing Party if required for regulatory or audit purposes. Upon return or destruction, the Disclosing Party may request certification in writing that all such copies have been returned to the Disclosing Party or destroyed. The terms of this Agreement shall continue to apply to any Confidential Information remaining in the possession