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as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (11) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (iii) is approved for release by the Discloser in writing; (iv) is or becomes part of the public domain other than as a result of disclosure by receiving Party; (v) becomes available to receiving Party on a non - confidential basis from a source other than disclosing Party, provided that source is not bound with respect to that information by a confidentiality agreement with disclosing Party; or (vi) is disclosed with the prior written consent of disclosing Party. 3. Recipient Obligations. Recipient agrees that: (i) All information communicated to Consultant with respect to the Purpose of Disclosure, including any Confidential Information gained by Consultant or Consultant's representatives, whether or not that Confidential Information was directly or intentionally communicated, is confidential. Consultant further agrees that all information, conclusions, recommendations, reports, advice, or other documents generated by Consultant pursuant to this Agreement is confidential except to the extent that disclosure is required under the law. (11) It will use commercially reasonable efforts to safeguard Confidential Information and to prevent any unauthorized access, reproduction, disclosure, or use of any of the Confidential Information; (iii) It will hold Confidential Information in strict confidence and disclose Confidential Information only to those officers, directors, or employees of Recipient who need to know such Confidential Information in order to carry out the Purpose of the Disclosure, and shall inform and direct those individuals that Confidential Information is confidential and that they are required to treat the Information confidentially in accordance with the terms of this Agreement; (iv) In the event the employment or appointment of any such person is terminated, Recipient agrees to use its best efforts to recover any Confidential Information in such person's custody or control; (v) It will not copy or reproduce any of the Confidential Information, except as necessary to carry out the Purpose of the Disclosure; (vi) It will not use any of Confidential Information other than for the Purpose of the Disclosure, and then only in strict compliance with the provisions hereof; CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT Page - 2 -