1. Confidential Information means any information, oral or written, that is not generally known outside of the Disclosing Party including, but not limited to, information relating to products, designs, research or information relating to business operations such as its marketing plans, business models, capture strategies, business plans, customer/decision make names, potential teaming partnerships, contracting strategies, and pricing methods, as well as its personnel and organizational data; and, in particular, information relating to the National Finance Center (NFC) including but not limited to the potential consolidation of Federal government payroll and human resource functions. 2. All information disclosed between the parties in furtherance of this agreement or in any way related to the information described in paragraph 1 above shall be considered confidential and protected and therefore subject to all of the terms and conditions of this agreement, regardless of whether it is disclosed verbally or in writing and without any necessity of being so identified. The receiving Party shall receive and maintain all confidential information in confidence using all reasonable care. 3. Any confidential protected information provided by one party to the other shall be used only in furtherance of the purpose described in the Agreement, and each party covenants and agrees that it will not use any confidential information or other idea, concept or information, disclosed b the other pursuant to this Agreement in furtherance of any product, commercial venture or business opportunity that is dependent of or in competition with, the NFC Opportunity, except with prior written consent to the disclosing party. ___________________________ specifically understands and agrees that the use of any information disclosed by OTISCORP in a competitive proposal to the concept described by OTISCORP related to the furtherance of the NFC as a consolidated HR/Payroll center for the federal government will be considered a violation of this agreement. 4. Nothing in this Agreement shall obligate the disclosing Party to disclose any information to the receiving Party or enter into any other agreement or arrangement with the receiving Party nor shall it be construed as granting any rights, by license or otherwise, in any information, software or inventions of the disclosing Party. The receiving Party’s obligations under this Agreement shall survive the termination of its association with the disclosing Party regardless of the manner of such termination and shall be binding upon the receiving Party’s heirs, successors and assigns. This Agreement shall be enforced and interpreted under the laws of the State of Louisiana, without reference to conflicts of law principles and the parties consent to the jurisdiction of its court. 5. Should any provisions(s) of this agreement be determined by a court of competent jurisdiction to be void or otherwise unenforceable, said provision shall be interpreted so to allow for its enforcement to the fullest extent allowed by law. 6. After a period of 4 years has elapsed from the original date of disclosure, the information will no longer be considered confidential.

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