Common use of Confidentiality Provisions Clause in Contracts

Confidentiality Provisions. (a) Each party (Receiving Party) agrees that it and its employees, agents and sub-Distributors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential property, and not use or disclose to others during or for a period of three (3) years from the date this Agreement expires or is terminated, any business, financial or technical information, or other information of a confidential or proprietary nature, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge of the Receiving Party or its employees, agents or sub-Distributors in connection with the services performed hereunder, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The terms of this Agreement are agreed to comprise such Confidential Information. (b) Without limiting the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectively, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon the termination of this Agreement, or at any time upon request, the Receiving Party shall return to the Disclosing Party (or, at the Disclosing Party's election, destroy) all such Confidential Material. (c) The obligations set forth in this Section shall not preclude a Receiving Party from using or disclosing in any manner information which is, at the time of use or disclosure, public knowledge other than by a breach of duty by said party, or is disclosed pursuant to any requirement of law or regulation, or an order of a court or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for the information to be so disclosed, and/or to oppose such order.

Confidentiality Provisions. (a) Each party (Receiving Party) agrees that it Recipient shall not at any time, during and its employees, agents and sub-Distributors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential property, and not use or disclose to others during or for a period of three (3) years from the date this Agreement expires or is terminated, any business, financial or technical information, or other information of a confidential or proprietary nature, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge of the Receiving Party or its employees, agents or sub-Distributors in connection with the services performed hereunder, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The terms of this Agreement are agreed to comprise such Confidential Information. (b) Without limiting the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectively, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon following the termination of this Agreement, disclose or at otherwise make known or available to any time upon requestperson, firm, corporation, or other entity other than Discloser any Confidential Information received from the Receiving Party other party without the express prior written consent of that other party. With respect to Confidential Information developed under this Agreement and which is not Confidential Information of one party only, neither party shall return to the Disclosing Party (or, at the Disclosing Party's election, destroy) all disclose or otherwise make such Confidential MaterialInformation known or available to any person, firm, corporation, or other entity without the express prior written consent of the other party, not to be unreasonably withheld or delayed. Recipient shall utilize reasonable procedures to safeguard Confidential Information, including releasing Confidential Information only to its employees on a "need to know" basis. Nothing in this Agreement shall prevent Recipient from disclosing Confidential Information to government agencies for regulatory purposes. (b) Recipient shall not make any use, directly or indirectly, of any Confidential Information of the other party except in the ordinary course of business pursuant to this Agreement or any other specific, written agreement entered into between Ostex and Hologic. (c) The obligations parties acknowledge that: (a) the covenants set forth in this Section 14 are essential to the activities contemplated by this Agreement; (b) but for the agreement of each party to comply with such covenants, neither party would have entered into such activities; (c) each party has consulted with or has had the opportunity to consult with counsel and has been advised in all respects concerning the reasonableness of such covenants as to time and scope; (d) Discloser may have no adequate remedy at law if Recipient violates or fails to perform under this Section 14; and (e) Discloser shall not preclude a Receiving Party from using or disclosing have the right, in any manner information which is, at the time of use or disclosure, public knowledge other than by a breach of duty by said party, or is disclosed pursuant addition to any requirement of law or regulationother rights it may have, or an order of to seek from a court of competent jurisdiction preliminary and permanent injunctive relief to restrain any breach or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity threatened breach or otherwise to obtain legal protection for the information specifically enforce Recipient's obligations under this Section 14 if Recipient fails to be so disclosed, and/or to oppose such orderperform in accordance herewith.

Confidentiality Provisions. (a) Each party (Receiving Party) agrees that it of the parties hereto shall maintain and shall cause each of its employees, agents employees and sub-Distributors shall treat officers to maintain the confidentiality of the Agreement and maintain as all information with respect to the disclosing party's (Disclosing Party's) confidential property, and not use or disclose to others during or for a period of three (3) years from the date this Agreement expires or is terminated, any business, financial or technical information, or other information of a confidential or proprietary nature, of or concerning the Disclosing Partyparties, including all information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge business of the Receiving Party Borrower and the Servicer hereto and their respective businesses obtained by it or its employees, agents or sub-Distributors them in connection with the services performed hereunderstructuring, unless in each instance the Receiving Party secures the prior written consent negotiating and execution of the Disclosing Partytransactions contemplated herein, except that each such party and its directors, officers and employees may (i) disclose such information to its external accountants, attorneys, investors, potential investors, credit enhancers to the purchaser (including the directors, officers, external accountants, and attorneys of such credit enhancers) and the agents or advisors of such Persons (“Excepted Persons”) who have a need to know such information, provided that each Excepted Person shall be advised by the party disclosing such information of the confidential nature of the information being disclosed, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by applicable law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction Documents, provided that the Persons permitted to make such disclosures under clauses (iii) and (iv) shall also include credit enhancers to Advances. The It is understood that the financial terms that may not be disclosed except in compliance with this Section 14.7(a) include, without limitation, all fees and other pricing terms, and all Events of this Agreement are agreed to comprise such Confidential InformationDefault and priority of payment provisions. (b) Without limiting Anything herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, the Lender, VFCC or the Secured Parties by each other, (ii) by the Agent or the purchasers to any prospective or actual assignee or participant of any of them or (iii) by the Agent, the Liquidity Bank or a purchaser to any rating agency, commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a purchaser and to any officers, directors, employees, outside accountants, advisors, and attorneys of any of the foregoing, provided each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectivelysuch Person is informed of the confidential nature of such information. In addition, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon the termination of this Agreement, or at any time upon requestSecured Parties, the Receiving Party shall return Agent, Lender and credit enhancers to such conduit Advances, and the Disclosing Party Agent may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (or, at whether or not having the Disclosing Party's election, destroy) all such Confidential Materialforce or effect of law). (c) The obligations set forth in this Section Notwithstanding anything herein to the contrary, the foregoing shall not preclude a Receiving Party from using be construed to prohibit (i) disclosure of any and all information that is or disclosing in becomes publicly known, (ii) disclosure of any manner and all information which is(A) if required to do so by any applicable statute, at law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the time collateral custodian’s or sub-servicer’s business or that of use or disclosuretheir affiliates, public knowledge other than by a breach of duty by said party, or is disclosed (C) pursuant to any requirement subpoena, civil investigative demand or similar demand or request of law any court, regulatory authority, arbitrator or regulation, arbitration to which the collateral custodian or sub-servicer or an order affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated herein approved in advance by the Borrower or Servicer or (E) to any affiliate, independent or internal auditor, agent, employee or attorney of the collateral custodian or sub-servicer having a court or governmental agencyneed to know the same, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for collateral custodian or sub-servicer advises such recipient of the confidential nature of the information to be so being disclosed, and/or to oppose such orderor (iii) any other disclosure authorized by the Borrower or Servicer. (b) Section 14.8 of the Credit Agreement is hereby amended in its entirety and as so amended shall read as follows:

Confidentiality Provisions. (a) Each party (Receiving Party) agrees that it and its employees, agents and sub-Distributors contractors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential property, and not use or disclose to others during or for a period of three (3) years from the date this Agreement expires or is terminated, any business, financial or technical information, or other information of a confidential or proprietary nature, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge of the Receiving Party or its employees, agents or sub-Distributors contractors in connection with the services performed hereunder, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The terms of this Agreement are agreed to comprise such Confidential Information. (b) Without limiting the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectively, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon the termination of this Agreement, or at any time upon request, the Receiving Party shall return to the Disclosing Party (or, at the Disclosing Party's election, destroy) all such Confidential Material. (c) The obligations set forth in this Section shall not preclude a Receiving Party from using or disclosing in any manner information which is, at the time of use or disclosure, public knowledge other than by a breach of duty by said party, or is disclosed pursuant to any requirement of law or regulation, or an order of a court or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for the information to be so disclosed, and/or to oppose such order.

Confidentiality Provisions. (a) Each party (Receiving Party) agrees that it and its employees, agents and sub-Distributors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential propertyThe Parties agree with each other to keep confidential, and not use or disclose to others during or for a period third parties, other than Affiliates, Project Entities and bona fide advisors, contractors, and financiers, the terms of three (3) years from the date this Agreement expires or information regarding KCT or *** technology and their application to Power Plants and all other applications which was not already rightfully known to such Party without restriction before the commencement of negotiations with respect to this Agreement or which was otherwise not in the public domain, (“Confidential Information”). Each Party shall be responsible for breaches of confidentiality obligations under this Agreement by its sub-licensees (including in the case of Sub-licensee, a breach by a Project Entity), its employees and independent contractors. Notwithstanding the foregoing, either Party (the “Disclosing Party”) may disclose Confidential Information if: (i) in the reasonable opinion of its counsel, such disclosure is terminatedrequired by law, the rules of any business, financial stock exchange or technical information, government or other information of a confidential or proprietary nature, of or concerning public authority having jurisdiction over the Disclosing Party, including information regarding provided that the Disclosing Party (A) gives adequate prior notice of such disclosure to the other Party's plans, programsand (B) seeks, plantsand uses its commercially reasonable efforts to obtain, processesconfidential treatment of, productsor a protective order with respect to, coststhose portions of the Confidential Information that such other Party, equipmentin its sole discretion, operations requests the Disclosing Party to seek confidential treatment of, or customersa protective order with respect to or (ii) the other Party consents to both the form and the substance of each such disclosure. Either Party claiming an exemption from confidential treatment of Confidential Information regarding KCT or *** technologies on the grounds the information was known to the Party before the date of this Agreement or was already in the public domain shall have the burden of establishing, (by a preponderance of the "evidence, that such information was already rightfully known to such Party without restriction prior to the commencement of negotiations for this Agreement, or was in the public domain without breach of this Agreement prior to such date. The Parties acknowledge to each other that a breach of the foregoing covenant will cause irreparable harm to the owner of such Confidential Information") which may come within the knowledge , and hereby waive any objections to specific performance of the Receiving Party or its employees, agents or subforegoing covenant. Sub-Distributors licensee may not claim an exemption from confidential treatment for information obtained by it in connection with the services performed hereunder, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The terms of this Agreement are agreed to comprise such Confidential Information. (b) Without limiting the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectively, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working its due diligence for the Disclosing Party and that upon merger transaction with Amp Resources or for information obtained from individuals who have been employed by either Sub-licensor or Sub-licensee or their affiliates. Upon the termination or expiration of this Agreement, or at any time upon request, the Receiving Party shall Parties agree to return to each other all Confidential Information provided to the Disclosing Party (orParty, at including all copies thereof, and take reasonable steps to ensure that their respective bona fide advisors, contractors and financiers do the Disclosing Party's election, destroy) all same; provided however if portions of such Confidential Material. (c) The obligations set forth Information are needed in order to effectively utilize and receive the benefit of the License Patents, Sub-licensee, it Affiliates or the applicable Project Entities may keep and use such portions of the Confidential Information provided that such use is in accordance with this Section shall not preclude a Receiving Party from using or disclosing in any manner information which is4.6. In addition, at the time of use or disclosureSub-licensee also agrees that, public knowledge other than by a breach of duty by said party, or is disclosed pursuant to any requirement of law or regulation, or an order of a court or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal until Sub-licensor obtains patent protection for the *** technology in the United States and all countries in which *** currently has a pending patent, Sub-licensee shall not disclose any material, non-public information regarding the *** to third parties unless such third parties: (i) are Project Entities or are otherwise involved in the construction, operation of a Project incorporating *** technology, (ii) have a “need-to-know” such information to be so disclosedperform their duties, and/or and (iii) then only after such persons have executed a confidentiality and non-circumvention agreement that is adequate to oppose protect Sub-licensor patent rights. The foregoing covenants and obligations shall survive the termination or expiration of this Agreement. Consistent with this Section 4.6, Sub-licensee agrees to protect all engineering documents provided by Sub-licensor from disclosure and agrees that Sub-licensor shall retain ownership of all information contained in such orderengineering documents.

Confidentiality Provisions. (a) Each party (Receiving Party) Party agrees that it will maintain this Agreement, all terms and its employees, agents and sub-Distributors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential propertyconditions of this Agreement, and all other Confidential Information (as hereinafter defined) in strictest confidence, and that it will not use cause or disclose permit disclosure of Confidential Information to others during or for a period of three (3) years from any third Person without the date this Agreement expires or is terminated, any business, financial or technical information, or other information of a confidential or proprietary nature, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge of the Receiving Party or its employees, agents or sub-Distributors in connection with the services performed hereunder, unless in each instance the Receiving Party secures the prior express written consent of the Disclosing other Party hereto. Disclosures of Confidential Information otherwise prohibited by this Section 15.7 may be made by either Party. The terms : (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent a Party is contractually or legally bound to disclose information to a third Person (such as a shareholder or commercial lender); (iii) only to the extent to which a Party hereto is required to disclose all or part of this Agreement are agreed by a statute or by the order of a court, agency, or other governmental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iv) to comprise the extent required by the applicable regulations of a securities or commodities exchange; or (v) to an Affiliate (but only if such Affiliate agrees to be bound by the provisions of this Section). "Confidential Information. (b) Without limiting the foregoing" shall mean any information, each party agrees that all drawingsproprietary to either Party and maintained by it in confidence or as a trade secret, specificationsincluding, calculationswithout limitation, databusiness plans and strategies, proprietary software, financial statements, customer or client lists, memorandapersonnel records, notesanalysis of general energy market conditions, other materialsales, transportation, and service contracts and the commercial terms thereof, relationships with current and potential business partners, supplies customers, service providers and financial sources, data base contents and valuable information of a like nature relating to the business of such Party. It is understood and agreed that contains Confidential Information shall not include information of a Party that (collectivelyw) becomes generally available to the public at the time of disclosure to the other Party, or (x) after the "Confidential Material") which are time of disclosure to the other Party, was generally made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon the termination public without breach of this Agreement, or at any time upon request, (y) the Receiving Party shall return to Person receiving the Disclosing Party (or, at the Disclosing Party's election, destroy) all such Confidential Material. (c) The obligations set forth information can show was rightfully in this Section shall not preclude a Receiving Party from using or disclosing in any manner information which is, its possession at the time of use or disclosure, public knowledge or (z) was rightfully acquired by the recipient from third Persons who did not themselves obtain such information under a confidentiality or other than by a breach of duty by said party, or is disclosed pursuant to any requirement of law or regulation, or an order of a court or governmental agency, provided that similar agreement with the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for the whose information to be so was disclosed, and/or to oppose such order.

Confidentiality Provisions. 6. All Confidential Information shall be produced electronically in a manner to be agreed by the Parties, provided however that such format (ai) Each allows Recipients to access Confidential Information without the Diocese’s knowledge of such access; (ii) does not track or record the access of Confidential Information or otherwise notify the Diocese or any other party that a Recipient has accessed any Confidential Information from such format; and (Receiving Partyiii) agrees that it allows Committee Counsel to download Confidential Information in accordance with the terms of this Agreement. Only the following persons who execute and its employeesdeliver to the Diocese a signed counterpart of this Agreement shall be granted access to Confidential Information: the Committee, agents each Committee Member, Committee Counsel and sub-Distributors each Joinder Firm (as defined below) (each, a “Recipient” and collectively, the “Recipients”). In addition, those attorneys (“State Court Attorneys”) who have been retained by one or more Committee Members to represent such person(s) in the prosecution of claims arising under the New York Child Victims Act (the “CVA”) and individually in the Case shall treat be granted access to Confidential Information upon execution of a Confidentiality Joinder (a “Joinder Agreement”) in the form attached hereto as Exhibit A. With respect to Committee Counsel and maintain as the disclosing party's (Disclosing Party's) confidential propertyState Court Attorneys, any members, partners, associates, counsel, paraprofessionals and employees of each such law firm shall not be required to individually sign this Agreement or any Joinder Agreement, and not use or disclose a signature from one attorney from each such law firm shall be sufficient to others during or for a period of three bind the law firm (3including its partners, associates, counsel, paraprofessionals and employees) years from the date to this Agreement expires or is terminatedthe Joinder Agreement (such law firm, a “Joinder Firm”). Clients of a Xxxxxxx Xxxx who have filed a proof of claim against the Diocese and are not members of the Committee may become Recipients hereunder by executing an Addendum (an “Addendum”) in the form annexed hereto as Exhibit B (any such person, an “Additional Recipient”); provided that, any business, financial such Additional Recipient may only have access to those documents that relate directly to his or technical information, or other information her claim in the Case. Counsel to any Additional Recipient shall provide a copy of each Addendum executed by an Additional Recipient via email to the undersigned counsel for each of the Diocese and the Committee. Any Additional Recipient may be provided access to the applicable Confidential Information in accordance with the terms of this Agreement and the Addendum fourteen (14) days after the executed Addendum is provided to counsel to each of the Diocese and the Committee. Upon execution and delivery of a Joinder Agreement or an Addendum pursuant to this Section 6, the Joinder Firm or Additional Recipient shall have the rights and obligations of a Recipient under and pursuant to this Agreement; provided that, any such person may only have access to those documents that relate directly to his or her claim in the Case. The identity of any Additional Recipient shall be deemed Confidential Information hereunder. 7. The Recipients agree that the Confidential Information shall at all times be kept confidential or proprietary naturein accordance with this Agreement and, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, (the "Confidential Information") which may come within the knowledge of the Receiving Party or its employees, agents or sub-Distributors in connection except with the services performed hereunder, unless in each instance the Receiving Party secures the prior specific written consent of the Disclosing Party. The Diocese, or as expressly otherwise permitted by the terms of this Agreement are agreed to comprise such Confidential Information. (b) Without limiting the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains Confidential Information (collectively, the "Confidential Material") which are made available to a Receiving Party shall not be used except in working for the Disclosing Party and that upon the termination of this Agreement, or at any time upon requestas may be ordered by the Bankruptcy Court, the Receiving Party shall return to the Disclosing Party (or, at the Disclosing Party's election, destroy) all such Confidential Material. (c) The obligations set forth in this Section shall not preclude a Receiving Party from using or disclosing in be disclosed by any manner information which is, at the time of use or disclosure, public knowledge other than by a breach of duty by said party, or is disclosed pursuant Recipient to any requirement of law or regulation, or an order of a court or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for the information to be so disclosed, and/or to oppose such orderother person.

Confidentiality Provisions. (a) Each party (Receiving Party) of TNDE and VR acknowledges and agrees that, in order to perform this Agreement, it may disclose to the other Party information that it considers proprietary and confidential, which (i) relates to its employeesbusiness operations, agents and sub-Distributors shall treat and maintain as the disclosing party's (Disclosing Party's) confidential property, and not use or disclose to others during or for a period of three (3) years from the date this Agreement expires or is terminated, any business, financial services or technical informationknowledge and (ii) has been designated as such, either in writing or other information of a confidential or proprietary nature, of or concerning the Disclosing Party, including information regarding the Disclosing Party's plans, programs, plants, processes, products, costs, equipment, operations or customers, orally and confirmed in writing (the "Confidential Information") which may come within ). All Confidential Information communicated to the knowledge of receiving party by the Receiving Party or its employees, agents or sub-Distributors disclosing party in connection with the services performed hereundernegotiation, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The terms preparation and performance of this Agreement are agreed to comprise such was and shall be received in confidence, and was and shall be used only for purposes of this Agreement and protected in the same manner as the receiving party protects its own Confidential Information. , but in any event not less than a reasonable manner. The receiving party shall not disclose any Confidential Information to a Third Party except (a) as may be necessary by reason of legal or regulatory requirements applicable to the receiving party or disclosing party, (b) Without limiting in respect of a validly initiated judicial or administrative process, including pursuant to a subpoena or request for documents, provided that if either party receives a subpoena, request for documents, or other judicial or administrative process requiring the foregoing, each party agrees that all drawings, specifications, calculations, data, customer lists, memoranda, notes, other material, that contains disclosure of Confidential Information (collectivelyof the disclosing party, then the "Confidential Material") which are made available to a Receiving Party receiving party shall not be used promptly notify the disclosing party of the receipt of process, and, except in working for the Disclosing Party and that upon the termination of this Agreement, or at any time upon request, the Receiving Party shall return to the Disclosing Party (orextent that the receiving party deems necessary to avoid suffering civil or criminal sanctions, at permit the Disclosing Party's electiondisclosing party an opportunity to respond to such process, destroy) all such Confidential Material. (c) The obligations set forth in this Section shall not preclude to the extent such Confidential Information is or becomes generally available to the public other than as a Receiving result of improper disclosure by or through the receiving party, (d) to the extent such Confidential Information becomes available to the receiving party from a Third Party from using or disclosing in any manner who received such information which ison a non-confidential basis, (e) to the extent such Confidential Information was known by the receiving party at the time of its receipt and was not the subject of a pre-existing confidentiality obligation, (f) is independently developed by the receiving party without the use or disclosure, public knowledge other than by a breach of duty by said the disclosing party's Confidential Information, or is disclosed pursuant (g) as TNDE and VR may agree from time to any requirement of law or regulation, or an order of a court or governmental agency, provided that the Receiving Party first notifies Disclosing Party and affords it an opportunity to obtain legal protection for the information to be so disclosed, and/or to oppose such ordertime.