The Parties agree, at all times during the term of this agreement and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation without written authorization of the other party, any Confidential Information of the Company.

6.1 “Confidential Information” means any information disclosed by either Party to the other, whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information includes, but is not limited to, all product designs, capabilities, specifications, drawings, program code, mask work designs, models, documentation, components, software (in various stages of development), test and development boards, hardware reference code and platforms, architectures, agreement terms, financial and pricing information, business and marketing plans, nurses’ details/information, actual and potential customers and suppliers, information regarding the skills and compensation of employees of the Parties, all information relating to the patients of Company, including their personal and medical information and records, the Services and other similar information that is proprietary to the Parties. Confidential Information shall not include any information that: (a) was in lawful possession of a Party prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by such Party either directly or indirectly from the other Party; (b) is lawfully disclosed to a Party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by a Party without use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

6.2 Each Party shall keep confidential all Confidential Information, disclosed orally or in writing or in any electronic form, transmitted to it or made available to it by the disclosing Party during the Term of this Agreement and shall not disclose, divulge, misuse, exploit or pass such Confidential Information on, wholly or partly, to third parties without the express written consent of the disclosing Party. The recipient Party hereby further agrees that it shall not disclose or use in any way, other than in the course of its obligations under this Agreement, Confidential Information to any third parties. The recipient Party will disclose Confidential Information only to its employees, representatives, agents, consultants, officers or, in the case of the Vendor – its nurses, on a need-to-know basis for the performance of its obligations under this Agreement, provided such employees, representatives, agents, consultants, officers or, in the case of the Vendor – its nurses shall have entered into confidentiality agreements and having obligations of confidentiality as strict as those herein prior to the disclosure to such employees, representatives, agents, consultants, officers or, in the case of the Vendor – its nurses and shall cause the employees, representatives, agents, consultants, officers or, in the case of the Vendor – its nurses to adhere to said confidentiality obligations. The recipient Party shall not, and shall not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Confidential Information. The recipient Party will promptly upon discovery of any loss or unauthorized use or disclosure of Confidential Information notify the disclosing Party in writing and take all necessary steps to mitigate the loss or unauthorized use or disclosure of Confidential Information. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the recipient Party as a matter of law or by order of a court, provided that prior written notice of such obligation to disclose and reasonably assists in obtaining a protective order. Upon termination of this Agreement or earlier as requested by the disclosing Party, the recipient Party shall deliver to the disclosing Party any and all materials, documents or other media (whether maintained electronically or otherwise) containing Confidential Information, together with all copies thereof in whatever form. The recipient Party shall notify the disclosing Party in writing immediately and no later than within 24 (twenty-four) hours of any breach or suspected breach of the recipient Party’s confidentiality obligations hereunder.