Each Party acknowledge and agree that during the Term each Party may be provided, and may otherwise come into contact, with confidential and proprietary information of the other Party and its affiliates and customers, including, but not limited to, customer lists, business plans, know-how, trade secrets, development and experimental work, other proprietary and confidential matters relating to the financial affairs, personnel, products and services, sales, and business and other affairs of the other Party and any division or affiliate of the other Party and their respective assigns and successors, and with respect to the Management Company, including Information regarding the Management Company (collectively, the “ Information ”), and such Information is therefore deemed confidential, proprietary information of the applicable Party (to the extent it relates to the business of such Party), so long as it is neither generally known nor readily ascertainable by the public (collectively, the “ Confidential Information ”).  Confidential Information shall not include any information in intangible form which is retained in memory by a Party’s representatives and is wholly dissociated from the other Party in such representative’s memory.  Except pursuant to express written consent of the other Party, neither Party shall at any time during the duration of this Agreement or after the termination or expiration of this Agreement, make use of (whether personal, commercial or otherwise) nor disclose to any person or other third party (including an employee, contractor, or agent of the Management Company), for any competitive purpose whatsoever or any purpose which may be, directly or indirectly, individually or in the aggregate, reasonably considered to have a competitive effect, any Confidential Information, except in furtherance of performing the Management Services as may be required pursuant to applicable law or to a Party’s professional advisors and counselors, including, but not limited to, attorneys and consultants.  Except to the extent required by law, each Party shall return to the other Party any and all Confidential Information, and all copies thereof, in its possession upon the termination of this Agreement, or in the alternative, if then acceptable to the other Party, shall certify in writing that such Confidential Information including without limitation all electronic versions thereof have been destroyed.  Additional confidentiality and privacy provisions required by HIPAA are set forth in the Parties’ Business Associate Agreement.  This Section 9(d) shall in no way limit the Management Company’s obligations with respect to Protected Health Information.  The Parties acknowledge that monetary damages may not be an adequate remedy for a breach of this Section 9(d); therefore, a Party may seek equitable relief, including injunctive relief, without the need to post bond, and specific performance, in the event of any breach or threatened breach of this Section 9(d) by the other Party in addition to all other remedies available at law or in equity.  The AF-CH-HH Group acknowledges that the restrictions set forth in this Agreement shall not restrict the right of the Management Group to engage in the home health and hospice business, and related healthcare business activities, subject to the restrictions set forth in the Amended and Restated Limited Liability Company Agreement for AF-CH-HH (the “ LLC Agreement ”) or to otherwise use or disclose Confidential Information in the Management Group’s business, subject to restrictions set forth in the LLC Agreement.