ARTICLE XII – CONFIDENTIALITY

12.1         Confidential Information.

Except to the extent permitted by this Agreement and subject to Sections 12.2 and 12.3, at all times during the Term and for five (5) years following the expiration or earlier termination of this Agreement, the Receiving Party (a) shall keep completely confidential and shall not publish or otherwise disclose any Confidential Information of the Disclosing Party, except to those of the Receiving Party’s employees, Affiliates, subcontractors or consultants who have a need to know such information (collectively, “Recipients”) to perform the Receiving Party’s obligations hereunder (and who shall be advised of the Receiving Party’s obligations hereunder) and who are bound by written confidentiality obligations with respect to such Confidential Information no less stringent than those set forth in this Agreement and (b) shall not use any Confidential Information directly or indirectly for any purpose other than performing its obligations hereunder.  The Receiving Party shall be fully liable for any breach by any of its Recipients of the restrictions set forth in this Agreement.

12.2         Exceptions to Confidentiality.

The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party that:

(a)          is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving Party or any Recipients;

(b)         is received from a Third Party without restriction and without breach of any agreement between such Third Party and the Disclosing Party or any of its Affiliates;

*Confidential Treatment Requested.  Omitted portions filed separately with the Commission.

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Section 9.    Confidentiality

        Employees and Directors must maintain the confidentiality of confidential information entrusted to them by the Company, including confidential information that the Company has received from a third party, except when disclosure is authorized by a director-level or higher employee in the Law Department, or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers, customers, and other third parties have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

Section 9.    Confidentiality

        Employees and Directors must maintain the confidentiality of confidential information entrusted to them by the Company, including confidential information that
the Company has received from a third party, except when disclosure is authorized by a director-level or higher employee in the Law Department, or required by laws or regulations. Confidential
information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers,
customers, and other third parties have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

9.2.          Confidentiality

It is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose Confidential Information to the other. Each party agrees that any Confidential Information disclosed by either party in accordance with this Agreement shall be maintained in secrecy and each will use all reasonable diligence to prevent disclosure except to personnel and consultants, provided that disclosure to such personnel or consultants is necessary in order to accomplish the purposes for which the Information was disclosed to the receiving party and provided further that such personnel and consultants agree to be bound by the Confidentiality provision of the Agreement. Each party agrees that it will protect and maintain the confidentiality of the Confidential Information that it receives from the other with at least the same degree of care as it uses to protect its own confidential information. Each party hereby further agrees that it will not use the Information for any purpose other than as contemplated by this Agreement.

Any and all Confidential Information received by either party from the other, upon request shall be promptly returned, [*].

It is understood that no patent right or license is hereby granted by this Agreement and that the disclosure of Confidential Information does not result in any obligation to grant either party any right in and to such Information.

Section 9.                  Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by a director-level or higher employee in the Law Department, or required by laws or regulations.  Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.  It also includes information that suppliers and customers have entrusted to us.  The obligation to preserve confidential information continues even after employment ends.