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• Exclusions. The term “Confidential Information” does not include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available in the public domain; (b) is independently known by the Receiving Party at the time of receiving such information as evidenced by its written and dated records; (c) is hereafter obtained by the Receiving Party from a third party who was legally entitled to possess and disclose such Confidential Information; (d) can be proven to have been independently developed by the Receiving Party, as evidenced by contemporaneous written and dated records, without using any of the Disclosing Party’s Confidential Information or breaching this Agreement; or (e) is the subject of written permission to disclose provided by the Disclosing Party.

• Restrictions/Obligations. Each Party agrees that during the Term (as defined in Section 6) of this Agreement it will: (i) only disclose Confidential Information to those employees and contractors with a need to know, provided, the Receiving Party ensures that such directors, officers, employees, professional advisors, consultants and contractors are aware of the obligations of confidentiality as those stated in this Agreement prior to such disclosure; (ii) not disclose any Confidential Information to any third party, without the prior written consent of the Disclosing Party; (iii) use Confidential Information only to the extent required to accomplish the Purpose; (iv) not reproduce Confidential Information in any form except as required to accomplish the Purpose ; (v) not publish, reverse engineer, decompile, or disassemble any Confidential Information disclosed by any of the other parties; (vi) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (vii) promptly provide the appropriate Disclosing Party with notice of any actual or threatened breach of the terms of this Agreement. However, a Party may disclose Confidential Information in accordance with a judicial or other governmental order provided that such Party shall give the appropriate Disclosing Party reasonable prior written notice prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy; in the event that no such protective order or other remedy is obtained, or the other Party waives compliance with the terms of this Agreement, such Party will furnish only that portion of Confidential Information which it is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

• Ownership. All Confidential Information (including copies thereof) shall remain the property of the Disclosing Party and shall be returned (or, at the Disclosing Party’s option, certified destroyed) upon written request or upon the Receiving Party’s need for it having expired, and in any event, upon completion or termination of this Agreement. Both Parties agree that they will within ten (10) days of written notification return or destroy all documents and tangible items in their possession, which contain any Confidential Information and provide a certificate of destruction if such Confidential Information is destroyed. Notwithstanding the return or destruction of Confidential Information, each Party will continue to be bound by its obligations hereunder. No rights or licenses to trademarks, inventions, copyrights, patents or trade secrets or other intellectual property rights are implied or granted under this Agreement.