(a) For a period of 5 years from first disclosure of or access to Confidential
Information, the receiving party: (i) will not disclose the Confidential Information to any
third party; (ii) will not disclose the Confidential Information to its employees and/or
agents unless the employees and agents have a need to know the Confidential
Information for the Purpose (as hereinafter defined); and (iii) will use the Confidential
Information only for the Purpose, will not otherwise use the Confidential Information for
the benefit of the receiving party, and will not use it for any third party's benefit. The
receiving party will use the same degree of care to protect the Confidential Information
from unauthorized use or disclosure as it would use to protect its own information of a
similar nature, but in no event with less than reasonable care.