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DocuSign Envelope ID:AA2ADDIB-1E78-4ECF-92C7-C463C4C2E397 <br /> (b) was generally known in the trade or business in which it is practiced by Discloser at <br /> the time of disclosure to Recipient hereunder, or becomes so generally known after such <br /> disclosure, through no act of the Recipient; <br /> (c) has come into the possession of Recipient from a third party who is under no <br /> obligation to Discloser to maintain the confidentiality of such information; or <br /> (d) was developed by Recipient independently of and without reference to Confidential <br /> Information. <br /> If a particular portion or aspect of Confidential Information becomes subject to any of the <br /> foregoing exceptions, all other portions or aspects of such information shall remain subject to all <br /> of the provisions of this Agreement. <br /> 6. Recipient agrees not to reproduce or copy by any means Confidential Information, <br /> except as reasonable, required to accomplish Recipient's Permitted Purpose. Upon demand by <br /> Discloser at any time, Recipient shall promptly return to Discloser or destroy, at any time, at <br /> Discloser's option, all tangible materials that disclose or embody Confidential Information. <br /> Recipient may retain one copy of Disclosure's Confidential Information for archival purposes; <br /> provided, however, that Recipient shall be bound by the terms and conditions of this Agreement <br /> with regard to the use and disclosure of such archival copy. <br /> 7. Recipient shall not remove any proprietary rights legend from, and shall, upon <br /> Discloser's reasonable request, add any proprietary rights legend to, materials disclosing or <br /> embodying Confidential Information. <br /> 8. In the event that Recipient is ordered to disclose Discloser's Confidential Information <br /> pursuant to a judicial or governmental request, requirement or order, Recipient shall notify <br /> Discloser as promptly as possible so that Discloser may, at its option, seek a protective order to <br /> prevent the disclosure of the Confidential Information. <br /> 9. Discloser understands that Recipient develops and acquires technology for its own <br /> products, and that existing or planned technology independently developed or acquired by <br /> Recipient may contain ideas and concepts similar or identical to those contained in Discloser's <br /> Confidential Information. Discloser agrees that entering this Agreement shall not preclude <br /> Recipient from developing or acquiring technology similar to Discloser's, without obligation to <br /> Discloser, provided Recipient does not breach its obligations to Discloser under this Agreement <br /> or use the Confidential Information to develop such technology. <br /> 10. Recipient acknowledges that Confidential Information may still be under development, or <br /> may be incomplete, and that such information may relate to products that are under <br /> development or are planned for development. DISCLOSER MAKES NO WARRANTIES <br /> REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION. Discloser accepts <br /> no responsibility for any expenses, losses or action incurred or undertaken by Recipient as a <br /> result of Recipient's receipt or use of Confidential Information. DISCLOSER MAKES NO <br /> WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT <br /> RELATING TO THE CONFIDENTIAL INFORMATION. <br /> 11. Neither party has any obligation under or by virtue of this Agreement to purchase from or <br /> furnish to the other party any products or services, or to enter into any other agreement, <br /> including but not limited to, a development, purchasing or technology licensing agreement. <br /> Non-Disclosure Agreement Confidential <br /> Page 2 of 3 <br />