Each Party (the “Receiving Party”) shall hold in strict confidence all Confidential Information (as defined below) of the other Party (the “Disclosing Party”), and shall not: (i) transfer, disclose, disseminate, divulge, furnish or make accessible to anyone any such Confidential Information or cause or enable anyone to do the same; (ii) use any such Confidential Information in any manner whatsoever (including for any purpose that is contrary to the interests or reasonably likely to be detrimental to the Disclosing Party), other than in furtherance of the business arrangement contemplated by this Agreement, in which case the Receiving Party shall require that its employees, independent contractors and other agents and representatives who or which work on or have access to the Confidential Information of the Disclosing Party maintain such Confidential Information with the same care and security as they would their own Confidential Information; or (iii) undertake any act or omission with respect to any such Confidential Information that is inconsistent with the confidential and proprietary nature thereof or that would reduce the value to the Disclosing Party of any such Confidential Information. The Receiving Party shall protect all Confidential Information of the Disclosing Party with not less than the same degree of care as the Receiving Party normally uses in protecting the Receiving Party’s own confidential or proprietary information, but at least with reasonable care. “Confidential Information” means all information that would logically be considered confidential or proprietary, or both, that the Receiving Party receives from the Disclosing Party, or any of its agents or representatives, or to which the Receiving Party otherwise has access, in whatever form transmitted, relating to the Disclosing Party’s operations, business, affairs or property, including research and development, business plans, financial information, trade secrets, systems and other proprietary information, even if the information is not marked confidential. “Confidential Information” shall specifically include all terms and conditions of this Agreement. Information shall not, however, be considered Confidential Information if it (i) becomes publicly known through no act or omission of the Receiving Party; (ii) is lawfully received from third parties subject to no restriction of confidentiality; (iii) can be shown by the Receiving Party to have been independently developed by the Receiving Party without the use of any Confidential Information; or (iv) is authorized to be disclosed, copied or used in a writing signed by the Disclosing Party.