12-13 - Charity Care Policy & Texas Ambulance Supplemental Payment Program Agreement with Public Consulting Group

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CLIENT and PCG from claims that may arise from PCG's performance of the Contracted Services. 11. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. 12. Proprietary or Confidential Information. Subject to the CLIENT's obligations under Texas Government Code, Chapter 552, for purposes of fulfilling its obligations under this Agreement, one party (the Disclosing Party) may convey to the other party (the Receiving Party) information that is considered proprietary and confidential to the Disclosing Party. a. "Proprietary or Confidential Information" is defined as information — including but not limited to trade secrets, strategies, financial information, sales information, pricing information, strategies, processes, policies, procedures, operational techniques, software, and intellectual property -- that (i) has not previously been published or otherwise disclosed by the Disclosing Party to the general public, (ii) has not previously been available to the Receiving Party or others without confidentiality restrictions, or (iii) is not normally furnished to others without compensation, and which the Disclosing Party wishes to protect against unrestricted disclosure or competitive use. Proprietary or Confidential Information does not include information that, without a breach of this Agreement, is developed independently by the Receiving Party, or that is lawfully known by the Receiving Party and received from a source that was entitled to have the information and was not bound to the Disclosing Party by any confidentiality requirement. b. The Receiving Party shall hold Proprietary or Confidential Information in strict confidence, in perpetuity, and shall use and disclose such information to its employees only for purposes of this Agreement and the Contracted Services. C. The Receiving Party shall not divulge any such Proprietary or Confidential Information to any employee who is not working on matters relating to this Agreement and the Contracted Services, without the prior written consent of the Disclosing Party.