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EXHIBIT B <br />TO THE AGREEMENT FOR THE SERVICES OF LICENSED PROFESSIONALS <br />MUTUAL CONFIDENTIALITY AND NON - DISCLOSURE TERMS <br />1. Confidential Information. As used in this Exhibit, "Confidential Information" means <br />any information disclosed, either orally or in writing, by one party to the other party, <br />unless the disclosing party indicates otherwise. <br />2. Exclusions. Confidential Information does not, however, include information that the <br />receiving party can demonstrate: <br />(a) Is now, or hereafter becomes, through no act or failure to act on the part of the <br />receiving party, generally known or available to the public; <br />(b) Was known by the receiving party before receiving such information from the <br />disclosing party; <br />(c) Is hereafter rightfully obtained by the receiving party from a third party, without <br />breach of any obligation to the disclosing party; or <br />(d) Is independently developed by the receiving party without use of or reference to the <br />Confidential Information by persons who had no access to the Confidential <br />Information. <br />3. Obligations. Each party agrees: <br />(a) To hold the other party's Confidential Information in strict confidence; <br />(b) Not to disclose such Confidential Information to any third party except as <br />specifically authorized herein or as specifically authorized by the other party in <br />writing; <br />(c) To use all reasonable precautions, consistent with such party's treatment of its own <br />Confidential Information of a similar nature, to prevent the unauthorized disclosure <br />of the other party's Confidential Information; and <br />(d) Not to use any Confidential Information for any purpose other than the Business <br />Purpose. <br />4. Permitted Disclosures. Each party may disclose the other party's Confidential <br />Information to its responsible employees and professional advisers with a bona fide need <br />to know such Confidential Information, but only to the extent necessary to carry out the <br />business Purpose and only if such employees are advised of the confidential nature of <br />such Confidential Information and the terms of this Addendum and are bound by a <br />liff <br />