definiens: of a party shall mean any and all information . including, but not limited to, the terms and conditions of this Agreement that is or has been disclosed in writing or orally by such party to the other party which is either confidential or proprietary in nature ; provided however, that shall not include information which : 6 10.1.1 10.1.3 is or becomes generally available to the public through no fault of the receiving party ; was known to the receiviIig paity before such party --- received it _ UIider this Agreement - and was not acquired, directly or indirectly, _ from the disclosing party ; or -is disclosed in good faith to the receiving party by a third party­lawfully in possession of such infoimation and who was not under an obligation of nondisclosure with respect of such information . -10.2 Each party acknowledges that it may have heretofore received and may from time to time hereafter receive Confidential Information of the other party, and such party receiving such Confidential Information shall do the following : 10.2.1 10.2.2 10.2.3 maintain such Confidential Information in confidence and shall not disclose such Information to any third paity ; not use such Confidential Information other than in performance of this Agreement ; and disclose such Confidential InfOrmation to its employees or to employees of its affiliates only to the extent that such employees need to know such Confidential Information to carry out the receiving paity 's obligations under this Agreement