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enter or has entered into a business relationship with the Company and in
connection therewith may need to review or use the Company's Confidential
Information and Materials or to create new Confidential Information and
Materials for the Company. In consideration of the promises and covenants
contained in this Agreement and the disclosure of Confidential Information
and Materials from the Company to the Recipient, the parties hereto agree
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information
that the Company specifically marks and designates, either orally or in
writing, as confidential or which, under the circumstances surrounding
the disclosure, ought to be treated as confidential or which the
Recipient creates or produces in the course of performing services for
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