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.

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 does not include information that either of the Parties can demonstrate: # was in their possession prior to its being furnished under the terms of this Agreement, provided the source of that information was not known by the Parties to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality; # is now, or hereafter becomes, through no act or failure to act on the part of the Parties, generally known to the public; # is rightfully obtained by the Parties from a third party, without breach of any obligation to the Parties; or # is independently developed by the Parties without use of or reference to the 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.