2. Any Information disclosed under this Confidential Disclosure Agreement, which is supplied in written or other tangible form, shall be marked as being confidential. Any Information which is disclosed in oral form shall be stated to be confidential, and shall be confirmed in written summary form within thirty (30) days from the date of oral disclosure by the Disclosing Party (as hereinafter defined).
3. In accepting the Information, each Party shall – subject to the provisions of paragraph 2 above – abide by the following:
(a) The Information disclosed by one Party (“the Disclosing Party”) shall be regarded by the Party receiving such Information (“the Receiving Party”) as confidential and proprietary to the Disclosing Party. The Receiving Party shall use such information only for the Purpose and shall make no other use thereof unless and until a further agreement is executed with the Disclosing Party permitting such other use thereof.
(b) Nothing in this Agreement shall prevent the Disclosing Party from disclosing its own information to any third party.
(c) Nothing in this Agreement shall be construed as a grant to the Receiving Party of any rights to the Information.
(d) The Receiving Party undertakes to maintain the Information received from the Disclosing Party in confidence. For a period of [ten][five] years from the date of disclosure, the Receiving Party shall take all reasonable measures to ensure that the Information shall not be used for any purpose other than the Purpose, and shall not be disclosed to any person who does not have a need to know for the Purpose and is not bound by similar obligations of confidentiality and restrictions on use as contained in this Agreement.
(e) The obligations of confidentiality and restrictions on use referred to above shall not apply to any part of the Information which the Receiving Party is clearly able to demonstrate:
(a) was lawfully in its possession and known to it prior to disclosure by the Disclosing Party (as evidenced by written records or other competent proof); or
(b) was in the public domain or the subject of public knowledge at the time of disclosure by the Disclosing Party; or
(c) becomes part of the public domain or the subject of public knowledge through no fault of the Receiving Party; or
(d) becomes available to the Receiving Party from a third party not in breach of a legal obligation of confidentiality; or
(e) was subsequently and independently developed by or on behalf of the Receiving Party without access to the Information of the Disclosing Party.
(f) In addition, the Receiving Party shall be permitted to disclose Information received hereunder as may be strictly required to be disclosed by law, provided that the Receiving Party shall in such case immediately notify the Disclosing Party in writing of such obligation and shall provide adequate 4 opportunity to the Disclosing Party to object to, or restrict, such disclosure or request confidential treatment thereof.
(g) The Receiving Party shall restrict access to the Information received hereunder strictly to those persons who have a need to know for the Purpose.
5. Upon completion of the aforesaid Purpose, each Party shall (unless otherwise agreed by the Parties in writing) cease all use and make no further use of the Information disclosed to it hereunder. Upon written request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or destroy all of the Information received, except that each Party may retain one copy of the Information in its files to determine any continuing obligations hereunder.