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c. EXHIBIT C (Compensation) d. EXHIBIT B (Consultant Proposal) 5. CLIENT'S COOPERATION: To assist CONSULTANT in performing the SERVICES, CLIENT shall (i) provide CONSULTANT with relevant material, data, and information in its possession pertaining to the specific project or activity, (ii) consult with CONSULTANT when requested, (iii) permit CONSULTANT reasonable access to relevant CLIENT sites, (iv) ensure reasonable cooperation of CLIENT's employees in CONSULTANT's activities, and (v) notify and report to all regulatory agencies as required by such agencies. 6. CONFIDENTIALITY: "Confidential Information" shall include, whether oral, written, or visual, evidenced by document or by electronic storage media, and regardless of whether disclosed, furnished, or learned before or after the Effective Date, all confidential and/or proprietary information furnished by or on behalf of a Disclosing Party or affiliates, employees, contractors and personnel, herein known as "Representatives," or learned by the Receiving Party or its Representatives in connection with visits or discussions with the Disclosing Party or its Representatives, in connection with the Receiving Party's consideration of the SERVICES. The Receiving Party agrees to retain in strict confidence and not to disclose or reveal any Confidential Information of the Disclosing Party to any person or entity other than its Representatives who are directly participating in evaluation or consummation of the Purpose or who otherwise need to know the Confidential Information for purposes of evaluating or financing the SERVICES. The Receiving Party also agrees not to use the Confidential Information of the Disclosing Party for any objective other than in connection with the evaluation or consummation of the SERVICES. The Receiving Party shall inform each of its Representatives the proprietary nature of the Confidential Information, the applicability of the confidentiality and nonuse of this AGREEMENT and shall be bound by the terms and conditions of the AGREEMENT and responsible for, and liable to the Disclosing Party with respect to, any breach of this Agreement resulting from the acts or omissions of its Representatives. The Receiving Party shall exercise the same standard of care exercised in the protection of its own Confidential Information in safeguarding Confidential Information of the Disclosing Party against accidental or unauthorized use and will not be less than reasonable care. Confidential Information shall not be deemed to include information (a) in the public domain, (b) available to the Consultant outside of its service to the Client or other than from a person or entity known to Consultant to have breached a confidentiality obligation to the Client, (c) independently developed by Consultant without reference to the Confidential Information, or (d) known or available to Consultant as of the date of this AGREEMENT. Upon the request of the Disclosing Party, or after the expiration or termination of this AGREEMENT, whichever is sooner, the Receiving Party will cease use of Confidential Information received from the other party and destroy or return all Disclosing Party's Confidential Information and copies thereof in the Receiving Party's possession, except for anything that may be stored in back up media or other electronic data storage systems, latent data and metadata. The Receiving Party shall be permitted to retain one (1) copy for purposes of continued compliance with its document retention policies and applicable laws, rules, regulations, professional standards or guidelines, only, and in accordance with the confidentiality provisions of this AGREEMENT. The Receiving Party shall, to the extent practical and permitted by law, provide the Disclosing Party with immediate written notice of such demand or requirement for disclosure so that the Disclosing Party may object to Page 1 2