Exceptions. Confidential Information of the Disclosing Party shall not include information that the Receiving Party can demonstrate by competent evidence: # was in the public domain at the time of disclosure by the Disclosing Party; # later became part of the public domain through no act or omission of the Receiving Party in breach of this Agreement; # is lawfully disclosed to the Receiving Party on a non-confidential basis by a Third Party having the right to disclose it; or # was already known by the Receiving Party at the time of receiving such information from the Disclosing Party, as evidenced by the Receiving Party’s pre-existing written records.

Exclusions. “Confidential Information” will exclude information that the Receiving Party can demonstrate is: # now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, generally available to the public, # known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records, # hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure, # furnished to others by the Disclosing Party without restriction on disclosure, or # independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Confidential Information for purposes of this Contract shall not include information if and only to the extent that the Receiving Party establishes that the information: # is or becomes a part of the public domain through no act or omission of the Receiving Party; # was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or # is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure. Confidential Information may also be disclosed by the Receiving Party pursuant to a requirement of a governmental agency, regulatory body or by operation of law, provided that the recipient shall disclose only that part of the Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such disclosure in a timely fashion in order to permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the same by the party to which the Confidential Information is disclosed.

Exceptions. The Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to the Receiving Party or any of its Affiliates prior to the time of disclosure without any obligation of confidentiality with respect to such information; # is or becomes public knowledge through no wrongful act, fault or omission of the Receiving Party or any of its Affiliates; # is subsequently obtained by the Receiving Party or any of its Affiliates from a Third Party not known by the Receiving Party after due inquiry to be under an obligation of confidentiality; # has been independently discovered or developed by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or # was made public or was otherwise released from the restrictions set forth in this Agreement by express prior written consent of the Disclosing Party.

Confidential Information does not include any information that # is or becomes publicly available without breach of this Agreement, # can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, # is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act, or # can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.

Exceptions. Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information set forth in Section 6.2 will not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to Receiving Party or any of its Affiliates prior to the time of disclosure other than under an obligation of confidentiality; # is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; # is obtained by Receiving Party or any of its Affiliates without an accompanying obligation of confidentiality from a Third Party under no obligation of confidentiality to Disclosing Party; or # has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.