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this Agreement,Employer hall not solicit,hire or otherwise engage any person employed by Vera <br /> or Vera P.C. at the Clinic th perform services for Employer or any other person. <br /> 10.12 Pro rieta nformation. <br /> A. Genera . Subject in every respect to Section 10.12.B below, Employer, <br /> Vera and Vera P.C. each a knowledge that as a result of their participation in this Agreement, <br /> Employer, Vera, Vera P.C., and their respective agents, shall have access to and may receive <br /> certain confidential and/or proprietary information of one of the other parties (and will thereby <br /> become a"Receiving Part "),which is not readily ascertainable from other sources including, <br /> but not limited to,pricing r business strategies, or any other type of proprietary data or trade <br /> secrets relating to Employ r, Vera or Vera P.C. ("Proprietary Information"). Proprietary <br /> Information does not inclu a protected health information(PHI), which is controlled by the <br /> parties' Business Associat Agreement(Schedule 4) and applicable law, including without <br /> limitation HIPAA. Subject in every respect to Section 10.12.B below, Employer, Vera and <br /> Vera P.C. agree that none of the parties shall, at any time,without such other parties' prior <br /> written consent, disclose, r authorize or permit anyone under such parties' direction to disclose, <br /> to anyone not properly ent tled to such disclosure, any Proprietary Information relating to <br /> Employer, Vera, and Vera P.C., and Vera, Vera P.C. and Employer further agree that upon <br /> termination or expiration f this Agreement,with or without cause, Employer, Vera and Vera <br /> P.C. will not,without the Prior written consent of the party who provided such Proprietary <br /> Information(a"Disclosing Party"), use or disclose the Proprietary Information of any of the <br /> other parties for its own business purposes, or for the business purposes of any other individual <br /> or entity. Subject in every respect to Section 10.12.B below, a Receiving Party shall have no <br /> obligation to maintain the confidentiality of any Proprietary Information which: (i)the Receiving <br /> Party can demonstrate that it was known by Receiving Party prior to the disclosure thereof by the <br /> Disclosing Party; (ii)properly came into the possession of the Receiving Party from a third party <br /> which is not under any obligation to maintain the confidentiality of such information; (iii) is or <br /> becomes become part of t e public domain through no act or fault on the part of the Receiving <br /> Party; or(iv)the Receivin Party can demonstrate that it was independently developed by or for <br /> the Receiving Party witho t the use of Proprietary Information. <br /> B. Employer as Washington Public Agency. <br /> 1. Vera and Vera P.C. acknowledge that Employer is subject to the <br /> Washington Public Recors Act, chapter 42.56 RCW, and other Washington statutes related to <br /> open government(collecti ely,the "State Transparency Laws"). Vera and Vera P.C. will <br /> cooperate with Employer o that Employer may fulfill Employer's obligations under the State <br /> Transparency Laws. <br /> 2. ' If Vera or Vera P.C. believes that information to be provided to <br /> Employer is Proprietary Iti <br /> formation,then Vera or Vera P.C. must plainly mark such information <br /> as"Proprietary" at the tim it is provided to Employer. Notwithstanding any other provision in <br /> 16 <br />