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. 2. Exclusions.  The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure  Agreements from Third Parties.  If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party.  Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient.  In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement.  You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion.  You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party.  Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party. 