3. Obligations. Recipient agrees to (a) hold in confidence all Confidential Information, (b) use Confidential Information solely for the Purpose, (c) treat Confidential Information with the same degree of care it uses to protect its own confidential information but in no event with less than a reasonable degree of care, (d) reproduce Confidential Information solely to the extent necessary to accomplish the Purpose, with all such reproductions being considered Confidential Information, (e) disclose Confidential Information solely to its Representatives, on a need-to-know basis, provided that any such Representatives are bound by written obligations of confidentiality at least as restrictive as those set forth herein, and Recipient remains liable for the compliance of such Representatives and (f) not disclose either the fact that discussions or negotiations are taking place concerning a possible relationship between the Parties nor any of the terms, conditions, or other facts with respect to the possible relationship, including the status thereof or the receipt of Confidential Information. Recipient understands and acknowledges that the securities laws of United States prohibit any person who has material non- public information about a company from purchasing or selling securities of such company, and prohibits communicating such information to any other person under circumstances where it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. Recipient further acknowledges that Confidential Information can constitute such material non-public information.
4. Exceptions. Recipient will have no obligations of non-disclosure and non-use with respect to any portion of Confidential Information which:
| | (a) | is generally known to the public at the time of disclosure or becomes generally known through no fault of Recipient; |
| | (b) | is in the Recipient’s or its Affiliates’ possession at the time of disclosure other than as a result of Recipient’s breach of any legal obligation, as evidenced by Recipient’s written records; |
| | (c) | becomes known to Recipient or its Affiliates through disclosure by sources other than Discloser having the legal right to disclose such Confidential Information; or |
| | (d) | is independently developed by Recipient or its Affiliates without reference to or reliance upon the Confidential Information, as evidenced by Recipient’s or its Affiliates’ written records. |
Confidential Information will not be deemed to be in the public domain or in the possession of Recipient merely because it is embraced by generalized disclosures in the public domain. In the event a combination of several Confidential Information constitutes Confidential Information, such Confidential Information will not be deemed to fall within any of the exceptions set forth above simply because each of the elements is itself included within an exception.
In the event that Recipient is required by a governmental authority or by order of a court of competent jurisdiction to disclose any Confidential Information, Recipient will give Discloser prompt written notice thereof so that Discloser may seek an appropriate protective order prior to such required disclosure. Recipient will (i) not oppose any action by Discloser to obtain a protective order or other appropriate remedy and (ii) reasonably cooperate with Discloser in its efforts to seek such a protective order. Recipient will disclose only that portion of the Confidential Information of Discloser that Recipient is legally required to disclose.
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