The Receiving Party’s confidentiality obligations under Section 8.1 terminate for specific information when it can document that the information was already lawfully known, rightfully disclosed by an unrestricted third party, became public without the Receiving Party’s fault, or was independently developed without using the Disclosing Party’s Confidential Information.

The Receiving Party’s obligations under Section 8.1 (Protection) above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information

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(a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party

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(b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions

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(c) is, or through no fault of the Receiving Party has become, generally available to the public

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(d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information

— Zeroth - XXXXX - Master Services Agreement Template.docx