"Confidential Information" means any non-public information disclosed by either party, including but not limited to: business strategies, financial data, product plans, patient data (in de-identified form), technical specifications, pricing, customer lists, and proprietary methodologies.

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Not disclose such information to third parties without prior written consent
• Use such information only for the purpose of the advisory engagement
• Protect such information with the same degree of care used for its own confidential information, but no less than reasonable care

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of the disclosing party's information
• Is required to be disclosed by law or regulation

This Agreement remains in effect for two (2) years from the date of execution, or the duration of the advisory engagement plus one (1) year, whichever is longer.

Upon termination, each party will return or destroy all Confidential Information of the other party and certify such return or destruction in writing.

Nothing in this Agreement grants either party any rights to the other party's intellectual property.

This Agreement shall be governed by the laws of the Commonwealth of Kentucky.