“Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “confidential”; (b) any information Discloser orally designates as “confidential” at the time of disclosure, provided Discloser confirms such designation in writing within _ business days; (c) ______________, whether or not marked “confidential”; and (d) any other nonpublic information Recipient should reasonably consider a trade secret or otherwise confidential, whether or not marked “confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s lawful possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.
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