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17. CONFIDENTIAL INFORMATION
<br />"Confidential Information" shall mean non-public information revealed by or through a party to this Letter
<br />Agreement (a "Disclosing Party") to the other party (a "Receiving Party") including (a) information expressly or
<br />implicitly identified as originating with or belonging to third parties, or marked or disclosed as confidential, (b)
<br />information traditionally recognized as proprietary trade secrets, and (c) all forms and types of financial, business
<br />(including customer information), scientific, technical, economic, or engineering information, including patterns,
<br />plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures,
<br />programs or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized
<br />physically, electronically, graphically, photographically, or in writing, which is identified with the legend
<br />"CO N FI D ENTIAL."
<br />A. As to any Confidential Information disclosed by the Disclosing Party to the Receiving Party, the Receiving
<br />Party will take reasonable precautions in accordance with procedures it follows with respect to its own
<br />important confidential information to prevent disclosure, directly or indirectly, of all or any portion of the
<br />Confidential Information.
<br />B. Except as may be required by law or legal process, the Receiving Party agrees not to otherwise use the
<br />Confidential Information obtained hereunder in the absence of a written letter agreement with Disclosing
<br />Party. The Receiving Party further agrees to return to Disclosing Party all Confidential Information received
<br />hereunder upon written request therefore.
<br />C. The obligations hereunder remain in full force and effect until and unless: (a) the Receiving Party can show
<br />that such Confidential Information was in the Receiving Party's possession prior to the date of the disclosure
<br />by Disclosing Party; or (b) such Confidential Information was obtained by the Receiving Party after the date
<br />of this Letter Agreement from a party other than Disclosing Party, and the receiving party has no knowledge
<br />that said party is under an obligation of confidentiality to the Disclosing Party with respect to such
<br />information; or (c) such Confidential Information becomes generally available to the trade, or to the public,
<br />through sources other than Receiving Party; or (d) such Confidential Information is developed at any time by
<br />the Receiving Party independent of information or materials disclosed by Disclosing Party to the Receiving
<br />Pa rty.
<br />D. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests
<br />for information or documents, subpoena, civil investigative demand or similar process) to disclose any
<br />Confidential Information furnished by the Disclosing Party, it is agreed that the Receiving Party will
<br />cooperate with the Disclosing Party and provide the Disclosing Party with prompt notice of such request(s)
<br />or requirement(s) so that the Disclosing Party may seek an appropriate protective order or waive
<br />compliance by the Receiving Party with the provisions of this Letter Agreement. If, in the absence of a
<br />protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless, in the opinion of
<br />the Receiving Party, legally required to disclose the Confidential Information forwarded by the Disclosing
<br />Party, the Receiving Party may disclose such information without liability hereunder, provided, however,
<br />that the Receiving Party shall disclose only that portion of such Confidential Information which it considers .
<br />that it is legally required to disclose.
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