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11. CONFIDENTIAL INFORMATION. <br /> <br /> In the performance of RESEARCH PROGRAM it may be necessary <br />for COUNTY to disclose certain information which COUNTY believes is of a <br />proprietary and confidential nature. UNIVERSITY agrees to hold in confidence <br />and not disclose or use other than for purposes of the Agreement, for a period <br />of three years after the termination of this Agreement, confidential <br />information which is identified in writing by COUNTY. Obligations of <br />confidentiality will not apply to: <br /> <br />INFORMATION which UNIVERSITY can show was in its <br />possession at the time of disclosure; <br />INFORMATION which becomes public knowledge or publicly <br />available through no fault of UNIVERSITY; <br />INFORMATION which was rightfully received from a third <br />party; or <br />INFORF~TION which UNIVERSITY can show was <br />independently developed by it. <br /> <br /> 12. Any materials including fungi, enzyme systems, biometrics, <br />etc. provided by COUNTY to UNIVERSITY under this Agreement shall be treated as <br />information to be retained in confidence by UNIVERSITY under Paragraph 11 (but <br />not subject to exceptions a-d therein), and to the extent not consumed or <br />otherwise recovered shall be promptly returned to COUNTY or destroyed as <br />COUNTY may request, and in any event shall not be used for any purpose other <br />than the purposes of this Agreement. <br /> <br /> 13. TERMINATION. Performance of the R~SEARCH PROJECT may be <br />terminated for the convenience of COUNTY upon sixty (60) days' notice to the <br />UNIVERSITY will be reimbursed for all costs and noncancelable commitments <br />incurred prior to the date of termination. Performance may be terminated by <br />UNIVERSITY if circumstances beyond its control preclude continuation of the <br />RESEARCH PROGRAM. In such event, UNIVERSITY shall deliver to COUNTY a final <br />report of research results together with a final sccounting of expenditures <br />and a check for any unexpended balance. Otherwise, this Agreement shall <br />terminate when neither party has an obligation to the other hereunder. <br /> <br /> 14. NON-USE OF NAMES. Neither party shall use the name of the <br />other in any form of advertising or publicity without the express written <br />consent of the other. <br /> <br /> 15. NOTICES. Any notices required to be given or which shall be <br />given under this Agreement shall be in writing and delivered by first-class <br />mail or telex addressed to the parties as follows: <br /> <br />FOR COUNTY <br /> <br />FOR UNIVERSITY: <br /> <br />Carolyn B. Carpenter, Chairperson <br />Cabarrus County <br />Board of Commissioners <br />1755 Cabarrus Avenue West <br />Concord, NC 28026 <br /> <br />Dr. William Klarman <br />Interim Vice Chancellor for Research <br />North Carolina State University <br />Box 7003 <br />Raleigh, North Carolina 27695-7003 <br /> <br /> 16. ASSIGNMENT. Any assignment of this Agreement, other than to <br />a successor or surviving entity without the express written consent of the <br />other party shall be void; except that COUNTY may assign this Agreement or any <br />rights obtained hereunder to any stockholder or affiliate of COUNTY. <br /> <br /> 17. ENTIRE AGREEM]ENT. Unless otherwise specified, this <br />Agreement embodies the entire understanding between UNIVERSITY and COUNTY for <br />this RESEARCH PROGP~%M, and any prior or contemporaneous representations, <br />either oral or written, are hereby superseded. No amendments or changes to <br />this Agreement, including without limitation, changes in the statement of <br />work, total estimated cost, and period of performance, shall be effective <br /> <br />5 <br /> <br /> <br />