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(b) was received by the Recipient on a non - confidential basis from a source who was not then and is not now subject to confidentiality obligations owed to the Discloser with respect to the information; (c) was independently developed by the Recipient without use of or reference to the Discloser's confidential, nonpublic or proprietary information; or (d) is currently or at any time becomes generally available or known to the public, other than as a result of a disclosure by the Recipient. Additionally, the Recipient shall be relieved of its non - disclosure and confidentiality obligations under this Agreement if disclosure is required by law, by a valid court order or by a governmental body of the United States or any political subdivision thereof; provided, however, that the relief shall be only to the extent of the required disclosure, and prior to any such disclosure, the Recipient shall notify the Discloser in writing of any disclosure requirement and of the facts and circumstances surrounding such requirement so that the Discloser may seek an appropriate protective order regarding the disclosure. 4. Restricted Use. The sole purpose of the exchange of Evaluation Material hereunder is to facilitate the Purpose. Accordingly, Company agrees that it and its Representatives shall not use, analyze, disclose or reproduce any Evaluation Material received from the Discloser, except in direct furtherance of the Purpose. The parties agree that the information exchange under this Agreement is not to affect, in any way, a party's relative competitive position regarding the other party or other entities. The information to be disclosed by each party shall only be that information which is reasonably necessary to evaluate the Proposed Transaction. 5. Protection of Evaluation Material. Recipient shall treat all Evaluation Material received from the Discloser as the confidential and exclusive property of the other party. Recipient agrees to take all practicable steps to ensure that such Evaluation Material shall not be disclosed to or used by any of its Representatives, except those who reasonably need to know the same in connection with the Purpose and who agree to be bound by the terms of this Agreement. Recipient additionally agrees to exercise reasonable efforts to safeguard the other party's Evaluation Material against unauthorized use, reproduction or disclosure; provided, however, that nothing in this Agreement shall obligate a party to use any greater care in the protection of Evaluation Material than the care it uses with respect to its own information of the same general type, so long as that care is at least reasonable ordinary care, under the circumstances. 6. No Warranties as to Accuracv. Each party understands and acknowledges that although the agreements and covenants of the parties contained herein shall be binding, neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Only those representations or warranties that are made in the final definitive agreement regarding any transaction contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Each party agrees that, except as contemplated by the preceding sentence, neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from any errors in the Evaluation Material or omissions therefrom. -2-