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In the course of preparing, reviewing or performing a Work Inquiry, Work Request, and/or Work Order through the MEMS Exchange, the MEMS Exchange Customer, the involved Fabrication Site(s), and/or CNRI may disclose certain information which the disclosing Party considers confidential and/or proprietary ("Confidential/Proprietary Information"). Such Confidential/Proprietary Information may be provided orally and in written documents (electronic or otherwise).

Customer, Fabrication Site(s), and CNRI agree that all written information provided by any Party in the course of preparing, reviewing, or performing a Work Inquiry, Work Request, and/or Work Order that the disclosing Party considers confidential and/or proprietary shall be marked as Confidential/Proprietary Information. Confidential/Proprietary Information disclosed orally shall be identified as being confidential and/or proprietary information at the time of disclosure and confirmed to the receiving Party as being Confidential/Proprietary Information in writing by the disclosing Party within fifteen (15) days of disclosure.

All Confidential/Proprietary Information shall be maintained in confidence by any Party receiving such Confidential/Proprietary Information and shall be used only for the purpose of preparing, reviewing, or performing the individual Work Inquiry, Work Request, and/or Work Order under which it was disclosed, unless authorized to do otherwise by the disclosing Party, or unless such Confidential/Proprietary Information was within the public domain prior to disclosure or thereafter becomes part of the public domain through no violation of this Confidentiality Agreement, or was in the possession of the receiving Party prior to disclosure, or is disclosed to a Party in good faith by a third party who has a right to make such a disclosure.

Notwithstanding the above, any Party receiving Confidential/Proprietary Information may disclose such Information to the extent such disclosure is required by any U.S. federal or state statute or regulation, or by the order of any Court or governmental agency having competent jurisdiction.

All Confidential/Proprietary Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party, or certified as having been destroyed, upon written request by the disclosing Party, together with all copies, replicas, or duplicates thereof, regardless of medium.

Nothing in this Confidentiality Agreement shall be construed as granting any Party a license or other rights to any intellectual property or other Confidential/Proprietary Information. Each Party is responsible for enforcing the terms of this Confidentiality Agreement as to its own Confidential/Proprietary Information.