The term “Confidential Materials” shall not include information which is (a) already known by the Recipient without an obligation of confidentiality other than this Agreement, (b) publicly known or which becomes publicly known through no unauthorized act of the Recipient, (c) rightfully received by Recipient from a third party who is not subject to any confidentiality or fiduciary obligations with respect to such information, or (d) was requested by and is required to be disclosed pursuant to a court order, a rule or a regulation of a governmental agency or a law of the United States of America or another country, or any governmental or political subdivision thereof, so long as Recipient provides the Disclosing Party with sufficient prior notice of such requirement so as to allow the Disclosing Party an opportunity to oppose such disclosure.
Recipient agrees that, during the term of this Agreement, without the prior written consent of the Disclosing Party, Recipient will not, directly or indirectly, for its own benefit or the benefit of another, disclose or reveal to any other person, firm, venture, corporation or other business entity, or make, directly or indirectly, any commercial or other use of any of the Confidential Materials either during the course of its activities in connection with the Business Purpose or at anytime thereafter.
Recipient agrees to refrain from trading on (or otherwise using) the Confidential Materials for personal gain. Recipient agrees to use all such information solely for the purpose of evaluating the Business Purpose, and the possible transactions contemplated thereby, and to take all action necessary or appropriate to ensure that none of Recipient’s employees, officers, directors, partners, owners, or agents of Recipient disclose, reveal, or use any Confidential Materials in any manner whatsoever except on behalf of Recipient and at its direction and under its control in the course of its review as expressly authorized hereunder, and subject to strict compliance with each of the limitations and other provisions hereof.
Recipient will disclose Confidential Materials only to those high-level employees or agents directly engaged in evaluating or carrying out the Business Purpose, and the possible transactions contemplated thereby, who agree to be bound by the terms of this Agreement, and Recipient will disclose to such persons only such information as is required for them to accomplish their respective assigned task(s) with respect to each such evaluation.
(a) Except as Provided in Section 5(b), upon the earlier of (i) the completion of the Business Purpose, (ii) written request of the Disclosing Party or (iii) the expiration of the term of this Agreement, Recipient shall return all copies of such Confidential Materials and all derivatives thereof to the Disclosing Party or shall cause to be destroyed all copies of such Confidential Materials and all derivatives, and certify in writing to the Disclosing Party that such Confidential Materials and derivatives have been destroyed.