Common use of Confidentiality Covenants Clause in Contracts

Confidentiality Covenants. Each party acknowledges that it may have access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "Receiving Party") from any other party hereto, (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) below, (I) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (II) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Date. Confidential Information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (A) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (B) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (C) information that the Receiving Party can demonstrate was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges that it may have Member agrees that, except as required by law, legal process, government regulators, or as reasonably necessary for the proper performance of such Member’s obligations or the enforcement of such Member’s rights under this Agreement, such Member will treat and hold as confidential (and not disclose or provide access to various items of Confidential Information (as hereinafter defined) any Person other than such Member’s attorneys or accountants, without the prior written consent of the Company) and such Member will cause its Affiliates, officers, managers, governors, partners, employees and agents to treat and hold as confidential (and not divulge, provide access to any Person, or use to the detriment of the disclosing Member or the Company, without the prior written consent of the Board of Governors) all information relating to (i) the business of the Company and of Scripps Holding and (ii) any patents, inventions, designs, know-how, trade secrets or other intellectual property relating to the Company or to Scripps Holding in each case which is of a proprietary nature and the secrecy of which provides a material, competitive, or economic advantage to the Company or Scripps Holding, and in each case excluding (A) information in the course public domain when received by such Member or thereafter in the public domain through sources other than such Member, (B) information lawfully received by such Member from a third party not subject to a confidentiality obligation and (C) information developed independently by such Member. The obligations of investigations and negotiations the Members hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, provided, however, that prior to Closingdisclosing such confidential information to any party other than a governmental agency exercising its ordinary regulatory oversight of a Member, a Member shall notify the Company thereof, which notice shall include the basis upon which such Member believes the information is required to be disclosed. Each party who receives This Section 5.8 shall survive for a period of five years with respect to any Confidential Information (Member that for any reason ceases to be a "Receiving Party") from any other party hereto, (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation Member of the transactions contemplated hereby (collectively, "Representatives"), or the continuation Company and for a period of time agreed to by all of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth Members in Subsection 5.02(a)(i) below, (I) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, connection with any such Confidential Information to any third party; and (II) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation dissolution of the transactions contemplated hereby or the continuation Company pursuant to Article 13. The provisions of the Business this Section 5.8 shall be enforceable by the Purchaser after the Closing Date. Confidential Information shall include any business, financial, technical or other informationand all remedies available at law and in equity, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client damages and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (A) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (B) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (C) information that the Receiving Party can demonstrate was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Partyinjunctive relief.

Confidentiality Covenants. Each party acknowledges that it may have access to various items of Confidential Information (as hereinafter defined) of the other other, or in the case of Buyer, Confidential Information of the Seller, in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "Receiving Party") from any other party hereto, (or in the case of Buyer from the Seller) (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) 15.2 below, (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, PROVIDED that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges Buyer and Seller each acknowledge that it ------------------------- they have previously each entered into confidentiality agreements which remain valid and enforceable documents, and that they may have received access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing, and Members acknowledge that they may have Confidential Information of Seller. Each party who receives any Confidential Information (a "Receiving Party") from any other party hereto, hereto (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) below, 12.2 below (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; , and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, provided that the -------- Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges Industrialex, the Company, and the Stockholders acknowledge that it Industrialex, the Company and the Stockholders may have received access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing, and the Stockholders acknowledge that they may have Confidential Information of the Company and/or of Industrialex. Each party who that receives any Confidential Information (a "Receiving Party") from any other party hereto, hereto (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) below, 9.2 below (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, provided that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges that it may have access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "Receiving Party") from any other party hereto, (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) SubSection 14.2 below, (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (A) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (B) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (C) information that the Receiving Party can demonstrate was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.,

Confidentiality Covenants. Each party acknowledges Parent, Merger Sub and the Company acknowledge that it each may have received access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "“Receiving Party"”) from any other party hereto, hereto (the "“Disclosing Party"”), may disclose any such Confidential Information to such party's ’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"“Agents”), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) below, Section 9.2 below (Ii) a Receiving Party shall will keep, and shall will cause its Representatives Agents to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall will not disclose, and shall will cause its Representatives Agents not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall Agents will not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information shall will include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its RepresentativesAgents, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives Agents to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its RepresentativesAgents, provided, however, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges Buyer, the Company and Seller each acknowledge that it they may have received access to various items of Confidential Information (as hereinafter defined) of the other others in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "“Receiving Party"”) from any other party hereto, hereto (the "“Disclosing Party"”), may disclose any such Confidential Information to such party's ’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "“Representatives"”), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) Section 12.2 below, (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. “Confidential Information Information” shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information ; provided, however, that it shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, ; provided, however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Each party acknowledges that it may have access to various items of Confidential Information (as hereinafter defined) of the other other, or in the case of Buyer, Confidential Information of the Company, in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a "Receiving Party") from any other party hereto, (or in the case of Buyer from the Company) (the "Disclosing Party"), may disclose any such Confidential Information to such party's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, "Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Subsection 5.02(a)(i) below, 15.2 below (Ii) a Receiving Party shall keep, and shall cause its Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and shall not disclose, and shall cause its Representatives not to disclose, any such Confidential Information to any third party; and (IIii) any Receiving Party and its Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby or the continuation of the Business by the Purchaser after the Closing Datehereby. Confidential Information information shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Representatives, (Ai) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (Bii) has been disclosed by the Disclosing Party or any of its Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (Ciii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Representatives, provided, however, PROVIDED that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.