2.
EXCLUSIONS
Confidential Information does not include information that Recipient can demonstrate: (a) was in
Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement,
provided the source of that information was not known by Recipient to be bound by a confidentiality
agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now,
or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the
public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to
Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential
Information.
3.
RECIPIENT'S OBLIGATIONS
a.
Recipient agrees that the Confidential Information is to be considered confidential and
proprietary to Owner and Recipient shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes of its business with Owner, and shall
disclose it only to its officers, directors, or employees with a specific need to know.
Recipient will not disclose, publish or otherwise reveal any of the Confidential Information
received from Owner to any other party whatsoever except with the specific prior written
authorization of Owner.
b.
Confidential Information furnished in tangible form shall not be duplicated by Recipient
except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all
Confidential Information received in written or tangible form, including copies, or
reproductions or other media containing such Confidential Information, within [NUMBER]
days of such request. At Recipient's option, any documents or other media developed by the
Recipient containing Confidential Information may be destroyed by Recipient. Recipient
shall provide a written certificate to Owner regarding destruction within [NUMBER] days
thereafter.
4.
TERM
The obligations of Recipient herein shall be effective [NON-DISCLOSURE PERIOD] from the date Owner
last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the
obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or
seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement
between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-
in-possession or the equivalent of any of the foregoing under local law.
5.
CONFIDENTIALITY
Recipient and its Representatives shall not disclose any of the Confidential Information in any manner
whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the
Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against
any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a
result of a breach of this Agreement by Recipient or its Representatives.