premise: 1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who  (a) is an officer, director or employee of Disclosing Party or of the Recipient and  (b) has a clear need to know for purposes directly related to the Matter.