Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.3. Obligations of Receiving Party. The receiving Party shall hold and maintain the Confidential Information in the strictest confidence for the Disclosing Party's sole and exclusive benefit. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit others' service for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any records, notes, and other written, printed, or tangible materials in its possession about Confidential Information immediately if the Disclosing Party requests it in writing.4. Time Periods. The Nondisclosure provisions of this Agreement shall survive the termination of this Agreement, and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venturer, or employee of the other Party for any purpose.Severability. If a court finds any provision of this Agreement invalid or unenforceable, this Agreement's remainder shall be interpreted to affect the parties' intent best.7. Integration. This Agreement expresses the parties' complete understanding concerning the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.