Both parties acknowledge that in the course of their dealings, each party may acquire information about the other, its business activities and operations, its technical information and trade secrets, and confidential patient information, which are highly confidential and proprietary to each party (the “Confidential Information”). Confidential Information shall not include (i) information generally available to or known by the public, (ii) information independently developed outside the scope of this Agreement without reference to that made available under this Agreement, or) verifiable information which was known to the recipient prior to receipt from the other party. Each party shall hold all such Confidential Information in strict confidence and shall not reveal the same except pursuant to a court order or upon request of the other party. The Confidential Information shall be safeguarded with a reasonable degree of care. Each party shall immediately return to the other party all Confidential Information upon written request by the other party. HOSPITAL shall use reasonable efforts to remove or de-identify any information or data to be reviewed or audited by ASHS; provided that, if protected health information will be disclosed to ASHS because it is impracticable for HOSPITAL to remove or de-identify such information given the volume of data to be reviewed or audited by ASHS, then, ASHS will execute HOSPITAL’s HIPAA Business Associate agreement in the form attached as Exhibit 3 to this Agreement.