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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK magnetic data, electronically stored information, displays, internet transmissions, inspections, presentations, recordings, interpretations, tangible objects, ideas and concepts. Confidential Information includes, without limitation, names, addresses and contact information of any Clients of the Disclosing Party; all commercial and sales information related to any Clients of the Disclosing Party, and any other information that may be of immediate or long-term value to a competitor of the Disclosing Party in a commercial position to be enriched from a knowledge advantage, in any and all forms. Confidential Information also includes, without limitation and regardless of the medium in which such information is maintained, any notes, reports, analyses, memoranda, summaries, compilations, descriptions or derivative works prepared by or under the direction of Receiving Party that contain, reflect or are based on, in whole or in part, any information disclosed by Disclosing Party pursuant to this Agreement. Confidential Information need not be designated or labeled as "Confidential Information" in order for it to be protected under this Agreement. Except as may be specifically stated otherwise in this Agreement, any and all information disclosed by Disclosing Party to Receiving Party hereunder shall be considered and construed as Confidential Information. (b) Receiving Party shall not disclose Confidential Information to any person other than directors, officers and employees ("representatives") of Receiving Party, its subsidiaries, and its affiliates who both (i) have an absolute need to know the Confidential Information, and (ii) are informed by Receiving Party of the confidential nature of the Confidential Information. Receiving Party agrees that where it discloses Confidential Information to any such Representative, Receiving Party shall do so in each case only to the minimum extent necessary for the effective performance by such person or their duties in connection with the Business Purpose. Receiving Party shall be liable for any breach of this Agreement by any of its Representatives, (including its Representatives who, subsequent to the first date of disclosure of Confidential Information hereunder, become former Representatives). Receiving Party agrees, at its sole expense, to use its best efforts, including, but not limited to engaging in legal proceedings to restrain any person to whom Confidential Information has been disclosed, whether intentionally or otherwise, from unauthorized disclosure or use of any Confidential Information. (c) The obligations of confidentiality shall not apply to any item of Confidential Information to the extent Receiving Party can establish by legally sufficient evidence that such item of Confidential Information: (i) is or became publicly available without Receiving Parry' s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party on a non - confidential basis prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party and other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) was independently and completely developed by Receiving Party prior to the Effective Date, or (v) is disclosed with the prior written approval of Disclosing Party. Receiving Party shall immediately inform Disclosing Party of any and all instances in which Receiving Party believes any Confidential Information is or may be subject to any of the exceptions described in this Section 1.(c) prior to KJ