a. During this Agreement, each party may have access to information that is considered confidential by the other. This information may include the Software, documentation, technical knowhow, technical specifications, software object code and source code, protocols, strategic business plans, results of testing, systems, financial information, product information, methods of operation, customer information, supplier information, and compilations of data (“Confidential Information”).
b. Each party shall use the other party’s Confidential Information only for the purposes of, and in performance of its obligations under, this Agreement. Each party shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information.
c. Each party is permitted to disclose the other party’s Confidential Information to its employees and subcontractors on a need to know basis only, provided that such employees and subcontractors have written confidentiality obligations to that party.
d. The confidentiality provisions of this Agreement do not apply to information that is entirely in the public domain; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the other party; or created by a party independently of its access to or use of the other party’s Confidential Information.
e. Except as provided herein, upon termination of this Agreement, each party shall return the other party’s Confidential Information and shall not use the other party’s Confidential Information for its own, or any third party’s, benefit. The provisions of this Section shall survive the termination or non-renewal of this Agreement for so long as the Confidential Information remains confidential.