As used in this Agreement, the term "Confidential Information" shall mean any information disclosed by one party to another pursuant to this Agreement which is marked as confidential or proprietary, or, if disclosed orally, is designated as confidential at the time of disclosure and is subsequently reduced to a writing which is marked as confidential or proprietary and is provided to the receiving party within thirty (30) days after such oral disclosure. 12.2 Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of such other party's Confidential Information. Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL 14 12.3 Exception. Not withstanding the above, neither party shall have liability to the other party with regard to any Confidential Information of such other party which the receiving party can demonstrate: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (ii) was known to the receiving party, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was disclosed with the prior written approval of the disclosing party; (iv) was, is presently or may be in the future independently developed by the receiving party without any use of the Confidential Information of any other party, as demonstrated by files created at the time of such independent development; (v) became known to the receiving party, without restriction, from a source other than the