Common use of Non-Disclosure and Non-Use Obligations Clause in Contracts

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this Agreement. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of five years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of ten (10) years thereafter. The foregoing non-disclosure nondisclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information and Know-how disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this Agreement. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreementseven (7) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may who, to the knowledge of the receiving Party, is lawfully able do so and and, to the knowledge of the receiving Party, is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreement[*] thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records;; [*] CONFIDENTIAL TREATMENT REQUESTED (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All During the Term and for a period of 10 years thereafter, all Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this Agreementit. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party of its confidentiality obligations; (c) is subsequently disclosed to a receiving Party by a Third Party who may may, to the knowledge of the Receiving Party, lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development contemporary written records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Term of this AgreementAgreement and for a period of five (5) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) 8.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) 8.1.2 is or becomes properly in the public domain or knowledge; (c) 8.1.3 is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) 8.1.4 is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and or a period of ten (10) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development contemporary written records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information -------------------------------------- disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementParty. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgedomain; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of ten (10) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development contemporary written records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of ten (10) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreement[**] years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party's business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by the receiving Party's research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement Term and thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing PartyParty or subject to any confidentiality obligation, as documented by business records; (b) is or becomes properly in the public domain or knowledge;knowledge without breach by either Party or such Party’s Affiliates or their respective employees, officers, directors, agents or representatives; or (c) is subsequently disclosed to a receiving Party by a Third Party who may who, to the knowledge of the receiving Party, is lawfully able do so and and, to the knowledge of the receiving Party, is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information -------------------------------------- disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of five years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementParty. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: : (ai) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business contemporaneous written records; ; (bii) is or becomes properly in the public domain or knowledge; ; (ciii) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or or (div) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by contemporaneous research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of ten (10) years thereafter. The foregoing non-disclosure nondisclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development contemporary written records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information --------------------------------------- disclosed by one Party to the other Party hereunder hereunder, and the royalty rates under this Agreement, shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein herein, without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementParty. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure except for Proprietary Information previously disclosed to the receiving Party by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of [*] ([*]) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is was already known by the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by or on behalf of the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its receipt, and not through a prior disclosure by to the disclosing receiving Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party Party, other than under an obligation of confidentiality, who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is was independently developed by without use of the receiving Party independently of Proprietary Information received from the other disclosing Party’s information, as documented evidenced by research and development contemporaneous written records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information ----------------------- * Confidential treatment requested. to the other Party during the term of this AgreementAgreement and for a period of five years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementParty. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (ai) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business contemporaneous written records; (bii) is or becomes properly in the public domain or knowledge; (ciii) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (div) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by contemporaneous research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreement[***] thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of ten years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and thereafter for a period of seven years. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be * CONFIDENTIAL TREATMENT REQUESTED disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period of five years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledge; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as as, in either case, expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreementten (10) years thereafter. The foregoing non-disclosure nondisclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party without obligation of confidentiality by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently independently, and without use or benefit, of Proprietary Information received from the other disclosing Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term Agreement Term and for a period of this Agreement[***] thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary InformationInformation of the disclosing Party: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach of this Agreement by the receiving Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Partydisclosing Party and by persons without use of or reliance on such Proprietary Information, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementParty. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgedomain; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.

Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this AgreementAgreement and for a period often (10) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is or becomes properly in the public domain or knowledgeknowledge without breach by either Party; (c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Proprietary Information received from the other disclosing Party, as documented by research and development contemporary written records.