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?? ?:, ??` `"?? ?_ NEO ?' ;? Section 1.8 Rates and Charqes The initial rates, fees and charges to be charged to and paid by Member or Participant are set forth' in the applicable Appendix. NORTH AMERICAN agrees that there are no other applicable rates or.charges except those established in the applicable Appendix. Any change in rates, fees, or charges agreed to by NORTH AMERICAN will be set forth in an amendment to the app(icable Appendix. Section 1.9 Pavment Terms NORTH AMERICAN will invoice Members and Participants directly at the time of each shipment / delivery of the Products, and will also provide each Member or Participant with monthly summary billing. Payment terms for the Products are as follows: • Net 30 days; or • IVet 15 days - a 1% discount for payment by EFT within 15 days of invoicing; or • Net 7 days - a 1.5% discount for payment by EFT within 7 days of invoicing. Section 1.10 Emplovment Neither party will solicit, or cause any other person to solicit, any employees or contractors of the other, parly, who are or were employed or engaged on the Effective Date of this Agreement or an applicable Appendix or who became employed or engaged by that party during the term of this Agreement or an applicable Appendix. Section 1.11 Confidentialitv (a) Obliaation. The nature and details of the business relationship covered by this Agreement, and the business information regarding the other party (the "Discfosina Partv") to which each party (the "Receivinq Partv") may become privy during the Term of this Agreement (collectively the "Informationn) constitute confidential and proprietary information, the disclosure, copying or distribution of which. could resuft in competitive harm to the Discfosing Party. Each party agrees to maintain the other party's Information in the strictest confidence and agrees not to disclose, copy, or distribute the other party's Information, whether orally or in writing, directly or indirectly, in whole or in part, except to those of the Receiving Party's employees, agents and subcontractors with a need to know the Information. The foregoing will not limit either Receiving Party, for purposes of marketing, from informing actual or potential Members or suppliers of the existence of a service relationship between the parties. NORTH AMERICAN and NEOISO further agree that they will require that all of their employees, agents, and subcontractors abide by the terms of these confidentialiiy obligations. The confideritiality obligations set forth in this Section will continue in effect for the Term of this Agreement and for a period of two (2) years after the date this Agreement is terminated. (b) Exceptions. Nothing herein will apply to any information (a) which is or becomes generally available to the public other than as a result of a disclosure by a Receiving Party or its representatives, (b) which was available on a non-confide.ntial basis prior to its disclosure by NORTH AMER(CAN, by Member, by Participant, or their representatives, (c) which becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not known to. be subject to. any prohibition against transmitting the information, or (d) which is disclosed pursuant to an order of court; provided that in the event that proprietary information is disclosed or threatened to be disclosed pursuant to this clause (d), the Receiving Party will give the original Disclosing Party prompt, written notice of such threatened disclosure and the right to defend against such -3- Northeast Ohio Sourcing Office 4829 Galaxy Pazkway Suite A p 1216.539.1500 www.neoso.org Cleveland, OH 44128 f 1216.503.4247 "?"