premise: Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief.  Party One and Party  Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party  Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1.  Party One and Party  Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development.  Party  Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials.  All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party.  Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure  Required by Law.  Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure.