During the term of the Agreement, the parties acknowledge that the exchange of Confidential Information may be required. The receiving Party acknowledges that the Confidential Information of the disclosing Party constitutes valuable trade secrets and proprietary information of the disclosing Party, and the receiving Party agrees that it will use the Confidential Information of the disclosing Party solely as required in furtherance its obligations under the Agreement, and solely in accordance with the provisions of the Agreement. The receiving party will use the same degree of care, but not less than a reasonable degree of care, in protecting the disclosing party’s Confidential Information to prevent unauthorized use, disclosure or publication as it uses to protect its own confidential information. The receiving party will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the disclosing Party’s prior written consent, except as otherwise permitted hereunder. However, the receiving Party may disclose the Confidential Information of the disclosing Party, in whole or in part (a) to its employees, officers, directors, attorneys, auditors, financial advisors and/or subcontractors who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Master Services Agreement; or (b) as reasonably deemed by the receiving Party to be required by Applicable Law (in which case the Receiving Party will provide the other with prior written notification thereof, will provide the disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by Applicable Law). Confidential Information will not include any information which (a) publicly known through no fault of receiving Party; (b) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. In the event of actual or threatened breach of the provisions of this Section, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.