Provider and Client [hereinafter referred to jointly as “the parties” or individually as “party”] shall not disclose personally identifiable information, private communications (i.e., content transmitted on private, non-public lists) of the other party, to third parties, without that party’s permission, unless it believe such disclosure is reasonably necessary to: (1) comply with the law or legal process; (2) protect or defend its rights or property or that of others; (3) enforce this Agreement; or (4) respond to claims that the contents of any communications violate the rights of others. Client understands and agrees that Provider has disclosed or may disclose information that has commercial and other value in Provider’s business and is confidential in nature including, but not limited to, email addresses, cellular telephone numbers, formulas, computer programs, databases, technical drawings, algorithms, trade secrets, technology, circuits, layouts, names and expertise of employees and consultants, know-how, designs, interfaces, materials, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer, supplier and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to Client is hereinafter referred to as “Proprietary Information” of Provider. In consideration of the parties’ discussions and any access Client may have to Proprietary Information of the Provider, Client hereby agrees as follows: 1) Client agrees (i) to hold Provider’s Proprietary Information in strict confidence as a fiduciary and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Client employs with respect to its most confidential materials), (ii) not to divulge any such Proprietary Information or any information derived there from to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except for the sole limited business purposes of evaluating the Proprietary Information internally to determine whether to enter into the currently contemplated agreement with the Provider, (iv) not to remove or export from the United States or reexport any such Proprietary Information or any direct product thereof to Afghanistan, The Peoples’ Republic of China or any Group Q, S, W, Y or Z country (as specified in Supplement No. 1 to Section 770 of the U.S. Export Administration Regulations, or a successor thereto) or otherwise except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce, and (v) not to copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. Any employee given access to any such Proprietary Information must have a legitimate “need to know” and shall be similarly bound in writing; 2) Without granting any right or license, the Provider agrees that the foregoing clauses (i), (ii), (iii) and (v) shall not apply with respect to any information that the Client can document (i) is (through no improper action or inaction by the Client or any affiliate, agent, consultant or employee) generally known to the public, or (ii) was rightfully in its possession or rightfully known by it prior to receipt from the Provider, or (iii) was rightfully disclosed to it by a third party without restriction. The Client may make disclosures required by court order provided the Client uses its best efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Provider to participate in the proceeding; and 3) Immediately upon a request by the Provider at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party’s address herein), the Client will turn over to the Provider all Proprietary Information of the Provider and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof. The Client understands that nothing herein (i) requires the disclosure of any Proprietary Information of the Provider, which shall be disclosed if at all solely at the option of the Provider, or (ii) requires the Provider to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed.