Non-Disclosure Agreement

SECTION 1 DEFINITIONS

For purposes of this Non-Disclosure Agreement (“NDA”), the following terms have the following meanings:
“Confidential Information” means information related to Client that is received or accessed by PBS if:

(a) the information is marked or designated in writing by either party as confidential before, at, or promptly after the time of disclosure; or

(b) the information is known, or should have been known, by either party as being treated by members of either party’s industry as confidential, including proprietary information and trade secrets.

“Representatives” means directors, officers, managers, employees, subcontractors, agents, consultants, advisors, and other authorized representatives.

SECTION 2 OBLIGATIONS

2.1 Use Restrictions and Non-Disclosure Obligations.

(a) Neither party will use Confidential Information for any purpose without the other party’s specific prior written authorization, except PBS may use Confidential Information to perform PBS’s duties as an independent contractor of Client;

(b) Neither party will disclose Confidential Information to any person without the other party’s specific prior written authorization, except PBS may disclose Confidential Information:

(1) on a need-to-know basis, to Representatives of PBS who are informed by PBS of the confidential nature of the Confidential Information and the obligations of PBS under this NDA;

(2) on a need-to-know basis, to Representatives of Client; or

(3) in accordance with a judicial or other governmental order, but only if PBS promptly notifies Client of the order and complies with any applicable protective or similar order.

(c) Both parties will use commercially reasonable efforts to comply with the provisions of this Section 2.

2.2 Notification and Assistance Obligations

(a) Either party will promptly notify the other party of any unauthorized use or disclosure of Confidential Information, or any other breach of this NDA; and

(b) Either party will assist the other party in every reasonable way to retrieve any Confidential Information that was used or disclosed by either party or either party’s Representatives without that party’s specific prior written authorization, and to mitigate the harm caused by the unauthorized use or disclosure.

2.3 Exceptions. PBS will not breach Section 2.1 or Section 2.2 of this NDA by using or disclosing Confidential Information if PBS demonstrates that the information used or disclosed:

(a) is generally available to the public, other than as a result of a disclosure by PBS or a Representative of PBS;

(b) was received by PBS from another person without any limitations on use or disclosure, but only if PBS had no reason to believe that the other person was prohibited from using or disclosing the information by a contractual or fiduciary obligation; or

(c) was independently developed by PBS without using Confidential Information.

2.4 Return of Confidential Information. Upon either party’s request or the termination of PBS’s independent contractor relationship with Client, both parties will promptly return to the other party all materials furnished by either party containing Confidential Information, together with all copies and summaries of Confidential Information in the possession or under their control.

SECTION 3 NO TRANSFER

This NDA does not transfer any ownership rights to any Confidential Information.