Confidentiality

Confidentiality. Each Party (a "Receiving Party") agrees that all Confidential Information disclosed to it by the other Party (the "Disclosing Party") shall be held in strict confidence and shall not be disclosed to any third party without the prior written consent of the Disclosing Party, except to those employees, contractors, and advisors who have a need to know such information in connection with this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein. "Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction on disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years.