Confidential Information. The terms of this Agreement and any information or items marked confidential or identified as confidential by written notice to the receiving Party under or relating to this Agreement, including but not limited to information concerning the information related to either party such the business, formulas, pricing, financial information, research data, sales and marketing information, customer lists, supplier lists, Buyer's Specifications, the Purchase Orders, the Forecast, the reports and any financial or manufacturing and technical information provided by the Supplier to the Buyer shall be treated as confidential information ("Confidential Information"). The receiving Party hereby undertakes # to hold and keep in confidence any and all such Confidential Information and not to disclose the Confidential Information or any part thereof to any third party except to only such of their directors, officers, employees and advisers (collectively, "Representatives" and each a "Representative") whose duties require them to possess or consider the Confidential Information and strictly on a "need to know" basis; and who shall prior to such disclosure agree to keep such information confidential and be bound by this Agreement; # to use the same degree of precaution as it would use to protect its own confidential information of like importance but in no event less than reasonable care; # not to use the Confidential Information, in whole or in part, for any purpose other than to complete the obligations under this Agreement; and # not to use the Confidential Information in a manner directly or indirectly causing damages to the other party or use the Confidential Information to gain commercial benefit to itself. Provided, however, that Confidential Information shall not include information that # is already in, or subsequently comes into, the public domain other than through a violation of this Agreement, # is received by the non-disclosing Party on a non-confidential basis from a source which is not prohibited from disclosing such information pursuant to any legal, contractual or fiduciary obligation to the disclosing Party, # was already known by the receiving Party, as established by written documentation only, at the time of receipt from the disclosing Party, or # is independently developed or # ordered to be disclosed by a competent court or a regulatory or public body. In such event, the receiving Party shall, where permitted under the relevant jurisdiction, immediately inform the disclosing Party so that the disclosing Party is given the opportunity to object to such disclosure in due time. Should any such objection by the disclosing Party be unsuccessful or should the disclosing Party decide not to object to any such disclosure, the receiving Party or its Representative so obligated or requested to disclose the Confidential Information may disclose only such Confidential Information to the extent required by the relevant court order or governmental or regulatory authority. Upon the expiration or early termination of this Agreement, each party shall return or destroy, and certify to such destruction of, all confidential information of the other Party. The covenants contained in this Section shall survive the termination of this Agreement regardless of the cause of the termination.

Confidentiality. “Confidential Information” shall mean any information or items marked confidentialmaterial that # is considered proprietary by the disclosing party; # not generally known other than by the disclosing party; and # any information which the disclosing party obtains from any third party that the disclosing party treats as proprietary or identifieddesignates as confidential by written notice to the receiving Party underinformation, whether or relating to this Agreement, including but not limited to information concerning the information related to either party such the business, formulas, pricing, financial information, research data, sales and marketing information, customer lists, supplier lists, Buyer's Specifications, the Purchase Orders, the Forecast, the reports and any financial or manufacturing and technical information providedowned by the Supplier to the Buyer shall be treated as confidential information ("Confidential Information").disclosing party. The receiving Party hereby undertakes #party agrees to hold and keep in confidence any and all such Confidential Information and not to disclose thereveal to any person or entity any Confidential Information or any part thereofobtained during the course of performance under this Agreement without the prior written consent of the disclosing party. Notwithstanding the foregoing, either Party may disclose such information to any third party exceptits Affiliates on a need to only such of their directors, officers, employeesknow basis and advisers (collectively, "Representatives" and each a "Representative") whose duties require themsubject to possess or consider the confidentiality obligations contained herein. The foregoing restrictions do not apply to Confidential Information and strictly onthat # becomes publicly known other than by unauthorized disclosure by a "need to know" basis; and who shall prior to such disclosure agree to keep such information confidential and be bound byParty in breach of this Agreement; # to use the same degree of precaution as it would use to protect its own confidential information of like importance but in no event less than reasonable care; # not to use the Confidential Information, in whole or in part, for any purpose other than to complete the obligations under this Agreement; and # not to use the Confidential Informationwas in a mannerParty’s lawful possession prior to disclosure and had not been obtained directly or indirectly causing damages tofrom the other party or use the Confidential Information to gain commercial benefit to itself. Provided, however, that Confidential Information shall not include information that # is already in, or subsequently comes into, the public domain other than through a violation of this Agreement, # is received by the non-disclosing Party on a non-confidential basis from a source which is not prohibited from disclosing such information pursuant to any legal, contractual or fiduciary obligation to the disclosing Party, # was already known by the receiving Party, as established by written documentation only, at the time of receipt from the disclosing Party,Party; or # is independently developed or # ordered to be disclosed by a competent court or a regulatory or public body. In such event, the receiving Party shall, where permitted under the relevant jurisdiction, immediately inform the disclosing Party so that the disclosing Party is given the opportunity to object to such disclosure in due time. Should any such objection by the disclosing Party be unsuccessful or should the disclosing Party decide not to object to any such disclosure, the receiving Party or its Representative so obligated or requested to disclose the Confidential Information may disclose only such Confidential Information to the extent required by the relevantany court orderof competent jurisdiction or by governmental or regulatory authority. Uponauthority to be disclosed, provided, however, the expiration or early terminationParty ordered to disclose any portion of this Agreement, each party shall return or destroy, and certify to such destruction of, all confidential informationany Confidential Information of the other Party. The covenants containedParty shall immediately notify the other Party both orally and in thiswriting. This Section shall survive the expiration or termination of this Agreement regardlessfor a period of the cause of the termination.two (2) years.