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<br /> (e) No Conflict or Violation. Its execution, delivery and performance of this
<br /> Agreement and its consummation of the transactions contemplated hereby in accordance with the
<br /> respective terms and conditions hereof do not and will not (i) violate any provision of its articles
<br /> of incorporation, bylaws or other charter or organizational document, (ii) violate, conflict with or
<br /> result in the breach of any of the terms of, result in any modification of, accelerate or permit the
<br /> acceleration of the performance required by, otherwise give any other contracting party the right
<br /> to terminate, or constitute (with notice or lapse of time, or both) a default under, any contract or
<br /> other agreement to which it is party or by or to which it or any of its assets or properties may be
<br /> bound or subject, (iii) violate any order judgment, injunction, award or decree of any court,
<br /> arbitrator or governmental or regulatory body against, or binding upon, or any agreement with,
<br /> or condition imposed by, any governmental or regulatory body, foreign or domestic, binding
<br /> upon it, or upon its assets, operations or business, (iv) violate any applicable Law that relates to it
<br /> or to its assets, operations or business, which violation might impair its ability to perform its
<br /> obligations under this Agreement, (v) result in the creation of any lien, charge or encumbrance
<br /> on any of its assets or properties which assets or properties relate to its ability to perform its
<br /> obligations under this Agreement; which in any of the cases referred to in the preceding clauses
<br /> (i) through (v) would materially adversely affect its ability to perform its obligations under this
<br /> Agreement.
<br /> (f) Financial Condition. It is not insolvent, has not filed or had filed against it a
<br /> petition in bankruptcy, has not made an assignment for the benefit of creditors or otherwise had a
<br /> receiver or trustee appointed with respect to its properties or affairs and has not incurred any
<br /> obligations, contingent or otherwise, which would cause it to become insolvent.
<br /> 7. Confidentiality.
<br /> (a) In performing its obligations pursuant to this Agreement, each party may have
<br /> access to and receive disclosure from the other of certain proprietary and confidential
<br /> information, including, but not limited to, financial records, technological developments,
<br /> marketing representative lists, marketing strategies, Member County lists, Customer lists,
<br /> Participating Provider lists, employee lists, and other information considered by the disclosing
<br /> party to be confidential and proprietary (herein collectively referred to as "Confidential
<br /> Information"). For purposes of this Section 7, the financial terms of this Agreement are
<br /> Confidential Information of each party. Confidential Information does not include: (i)
<br /> information learned from a third party entitled to disclose it and who is not in violation of a
<br /> contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes
<br /> known publicly through no fault of either party or, (iii) information already known by either
<br /> party prior to disclosure from the other party, as shown by the receiving party's records.
<br /> (b) Each party shall receive Confidential Information in confidence, shall use it solely
<br /> for the purpose of fulfilling, and as necessary to fulfill, its obligations under this Agreement and
<br /> shall not reveal it to any third party, other than a corporate affiliate, without the express
<br /> written consent of the other party. Each party shall take appropriate measures to prevent its
<br /> agents, employees and officers and directors from using or disclosing any Confidential
<br /> Information, except as is expressly permitted under this Agreement.
<br /> Dental Discount Program Agreement Page 6
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