ARTICLE 9 - CONFIDENTIALITY AND PUBLICITY

9.1    During discussions leading up to this Agreement, and during the course of performing the Project, it is anticipated that Recipient and Sponsor will learn confidential and/or proprietary information of the other. Parties will keep confidential, and not use, except in connection with the performance of the sponsored research hereunder, any information which is provided in writing and marked as confidential by either party, or if disclosed orally, described in a writing within 30 days after disclosure, including without limitation any information which relates to sponsored research to be performed under this Agreement, any information which either party may acquire with respect to the other party’s business, and any information relating to new products, customers, pricing, know-how, processes, and practices, ("Confidential Information.") The obligations of confidentiality and non-use of Confidential Information shall survive the termination or expiration of this Agreement for a period of five years, unless or until:

(a) such information shall become known to third parties or shall become publicly known through no fault of Recipient, or

(b) such information was already in a party’s possession, as evidenced by written documentation prior to the disclosure of such information to the informing party, or

(c) such information shall be subsequently disclosed to either party on a non-confidential basis by a third party who, to the best of the receiving party’s knowledge, is not under any obligation of confidentiality.

(d) such information is specifically authorized by the informing party, in writing, to be disclosed.

(e) such information is required to be disclosed by applicable law or order of a court of competent jurisdiction in which case the disclosing party agrees to notify  the other party of such requirement so that party may take steps to narrow or avoid disclosure.