definiens: shall mean any and all proprietary or confidential information of a party disclosed to the other party and all [COMPANY] Know - How and [COMPANY] Know - How . Obligations of nonuse and confidentiality set forth herein shall not apply to such Confidential Information that is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed, or is required to be disclosed by or is necessary to comply with any law or regulation, including those related to governmental authorizations in the Licensed Field in the Territory, or necessary to file or prosecute patent applications concerning the PV AC Technology or the Licensed Products in the Licensed Field in the Territory, or to carry out any litigation concerning the PV AC Technology or the Licensed Product, provided that the receiving party only discloses that portion of Confidential Information required or necessary and uses reasonable best efforts to provide reasonable notice to allow the disclosing party to object to or seek protection for the disclosure, in each case as demonstrated by the receiving party to the reasonable satisfaction of the disclosing party . The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted