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to disclose relevant aspects of the other's Confidential Information to (1) its officers, directors, agents, professional advisors, lenders, lender's independent advisors, National, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement or for corporate governance purposes; provided, however, that the recipient shall take all reasonable measures to ensure that Confidential Information of the disclosing Party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, directors, agents, professional advisors, lenders, lender's independent advisors, National, subcontractors and employees, and (2) to Third -Party Providers, as and to the extent necessary for IRC to obtain the benefits of this Agreement in the conduct of its business and to coordinate National's services with those of such Third -Party Providers, where in each such case, the receiving Third -Party Provider first agrees in writing to the obligations described in this Section. 22.02 Exclusions. The obligations in this Section shall not restrict any disclosure pursuant to any applicable Law or by order of any court or government agency, or a formal or informal request by the County or any member or employee of the County (provided that the recipient shall give prompt notice to the disclosing Party of such order) and, except to the extent that local law provides otherwise, shall not apply with respect to information that (1) is independently developed by the recipient without violating the disclosing Party's proprietary rights as shown by the recipient's written records, (2) is or becomes publicly known (other than through unauthorized disclosure), including any information contained in and retrievable from the public files of the County or any Federal or state agency, (3) is disclosed by the owner of such information to a third -party free of any obligation of confidentiality, (4) is already known by the recipient at the time of disclosure, as shown by the recipient's written records, and the recipient has no obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into before the Effective Date between IRC and National or (5) is rightfully received by a Party free of any obligation of confidentiality. Notwithstanding anything to the contrary in this Article, it shall not be a violation or breach of confidentiality if IRC provides information to the public or public officials concerning schedules, delays, numbers of AMR Meters installed, or other information that IRC reasonably believes will increase the public's or government's understanding of the deployment and installation of an AMR System. Further, IRC shall be under no obligation to discuss or seek approval of press announcements, media statements, or similar communications intended to make the public or public officials more aware of IRC's deployment and installation of an AMR System. 22.03 Unauthorized Acts. Without limiting either Party's rights in respect of a breach of this Article, each Party shall: (1) promptly notify the other Party of any unauthorized possession, use or knowledge, or attempt thereof, of the other Party's Confidential Information by any person or entity that may become known to such Party; (2) promptly furnish to the other Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the other Party in investigating 33