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in this Agreement to the contrary, in no event may either party terminate this Agreement without cause prior to the <br />expiration of the Initial Term. <br />(b) Termination for Cause. Either Party may terminate this Agreement following a material breach <br />by the other Party. The non -breaching Party shall notify the breaching Party of the breach and the breaching Party <br />shall have thirty (30) days (the "Cure Period") to cure the breach to the reasonable satisfaction of the non -breaching <br />Party. If the breaching Party fails to cure the breach within the Cure Period, then the non -breaching Party may <br />terminate the Agreement immediately. <br />(c) Effect of Termination. If Client terminates this Agreement for any reason, other than as allowed <br />in Sections 3(a) and 3(b) above, IRx will retain any and all payments due to the Client for use by its Members. In <br />the event that any Member continues to use the Prescription Drug Card Services after termination, IRx shall retain <br />any and all payments received for such usage. If either party terminates agreement, Informed RX is responsible for <br />informing the Client. <br />4. Confidentiality. <br />(a) Confidential Information. The term "Confidential Information" includes any information that <br />either Party receives from the other or from one of their subsidiaries or affiliates, including but not limited to all <br />copies thereof. If disclosed in writing or other tangible or electronic form, the Confidential Information must be <br />conspicuously labeled at the time of delivery as "Confidential Information." If disclosed orally, the information must be <br />identified prior to disclosure as Confidential Information <br />(b) Use of Confidential Information. The receiving Party shall use the Confidential Information it <br />receives pursuant to this Agreement for the sole purpose of its obligations under this Agreement. Except as <br />specifically provided herein, in no event shall the receiving Party disseminate or communicate the Confidential <br />Information in any form to any other person, firm, corporation or affiliate without the express written consent of the <br />disclosing Party. The receiving Party shall only disclose Confidential Information to persons within its organization <br />who (i) need to know the Confidential Information in order to accomplish the objectives in connection with this <br />Agreement, and (ii) are required to protect and otherwise not disclose or use the Confidential Information except as <br />provided in this Agreement. Such persons who receive any Confidential Information shall be subject to written <br />agreement no less restrictive than this Section 4. <br />(c) Derivatives of Confidential Information. Any reports, documents, notes or other information in <br />whatever form or medium that are derived or result from the receipt of Confidential Information shall be governed <br />by the same terms and conditions respecting confidentiality and use as is the Confidential Information itself. <br />(d) Rights in Confidential Information. All Confidential Information of the disclosing Party shall be <br />and remain the property of the disclosing Party. The receiving Party shall not obtain any rights of any nature <br />whatsoever in or to the Confidential Information as a result of such disclosure. Upon the disclosing Party's request, <br />the receiving Party shall promptly destroy or return to the disclosing Party all of the disclosing Party's Confidential <br />Information, including all copies thereof. An officer of the receiving Party shall certify to the disclosing Party that <br />all Confidential Information has been destroyed or returned to the disclosing Party. <br />(e) Exceptions. Notwithstanding any provisions contained in this Agreement, the receiving Party shall <br />not be required to maintain in confidence the following information: (i) information which, at the time of disclosure to <br />the receiving Party, is in the public domain; (ii) information which, after disclosure, becomes part of the public domain <br />by publication or otherwise, except by breach of this Agreement; (iii) information which was in the receiving Party's <br />possession at the time of disclosure to the receiving Party, and which was not acquired, directly or indirectly, from the <br />disclosing Party; (iv) information which the receiving Party can demonstrate resulted from its own research and <br />development, independent of disclosure from the disclosing Party; (v) information which the receiving Party received <br />from third parties, provided that such information was not obtained by such third parties from the disclosing Party on a <br />confidential basis; or (vi) information which is produced in compliance with applicable law or a court order, provided <br />that the disclosing Party is given reasonable notice of such law or order and an opportunity to attempt, at the expense of <br />City of Santa Ana —Discount Card Client Services Agreement _4.18.2012 <br />