Party or any of its Affiliates. One copy may be retained by the Receiving Party for archival purposes. It is understood that this agreement will not place a restriction on the disclosure by the Receiving Party of any Confidential Information to a governmental agency or authority pursuant to a valid order by such a governmental agency or authority, provided that the Receiving Party takes all necessary steps to ensure confidential treatment of such Confidential Information to the extent permitted by law. If legally permissible, Receiving Party will promptly provide the Disclosing Party written notice of such required disclosure and will cooperate reasonably with the Disclosing Party in any efforts to seek a protective order. The Receiving shall restrict access to the Confidential Information to the minimum number of its employees necessary for a proper evaluation thereof and each employee to whom such access is permitted shall abide by the terms of this agreement. The Receiving Party acknowledges and agrees that it is responsible for a breach of this agreement by any of its directors, officers, managers, contractors, consultants and employees. This agreement does not apply to: information at the time of disclosure is in the public domain; information which after disclosure becomes part of the public domain by publication or otherwise, without breach of this agreement by the Receiving Party; information which the Receiving Party can establish by competent proof was in possession of the Receiving Party at the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly, from the Disclosing Party or any of its Affiliates; and information the Receiving Party received from a third party; provided that such information was not obtained by said third party directly or indirectly, from the Disclosing Party or any of its Affiliates. information which the Receiving Party develops independently, provided that such development is not based on information disclosed by the Disclosing Party or any of its Affiliates, as evidenced by contemporaneous written records. If any term or provision of this agreement is, to any extent found to be invalid, void or unenforceable, the remaining terms and provisions shall nevertheless continue in full force and effect. The parties do not intend that any agency or partnership relationship be created between them by this agreement. The Disclosing warrants that it has the right to make the disclosure under this agreement and that all such disclosures are the sole discretion of the Disclosing Party.
Party or any of its Affiliates. One copy may be retained by the Receiving Party for archival purposes. It is understood that this agreement will not place a restriction on the disclosure by the Receiving Party of any Confidential Information to a governmental agency or authority pursuant to a valid order by such a governmental agency or authority, provided that the Receiving Party takes all necessary steps to ensure confidential treatment of such Confidential Information to the extent permitted by law. If legally permissible, Receiving Party will promptly provide the Disclosing Party written notice of such required disclosure and will cooperate reasonably with the Disclosing Party in any efforts to seek a protective order. The Receiving shall restrict access to the Confidential Information to the minimum number of its employees necessary for a proper evaluation thereof and each employee to whom such access is permitted shall abide by the terms of this agreement. The Receiving Party acknowledges and agrees that it is responsible for a breach of this agreement by any of its directors, officers, managers, contractors, consultants and employees. This agreement does not apply to: information at the time of disclosure is in the public domain; information which after disclosure becomes part of the public domain by publication or otherwise, without breach of this agreement by the Receiving Party; information which the Receiving Party can establish by competent proof was in possession of the Receiving Party at the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly, from the Disclosing Party or any of its Affiliates; and information the Receiving Party received from a third party; provided that such information was not obtained by said third party directly or indirectly, from the Disclosing Party or any of its Affiliates. information which the Receiving Party develops independently, provided that such development is not based on information disclosed by the Disclosing Party or any of its Affiliates, as evidenced by contemporaneous written records. If any term or provision of this agreement is, to any extent found to be invalid, void or unenforceable, the remaining terms and provisions shall nevertheless continue in full force and effect. The parties do not intend that any agency or partnership relationship be created between them by this agreement. The Disclosing warrants that it has the right to make the disclosure under this agreement and that all such disclosures are the sole discretion of the Disclosing Party.
cda-2018.docx