premise: 2. The Receiving Party shall not disclose Proprietary Information to a third party without the Disclosing Party's express written consent 3. The Receiving Party shall safeguard Proprietary Information using at least the same degree of care the Receiving Party uses to protect its own proprietary information, but with no less than reasonable care under the circumstances. 4. The Receiving Party shall not use Proprietary Information except in furtherance of the Purpose for the mutual benefit of the Parties.  The Receiving Party shall not use Proprietary Information for any other purpose, without the Disclosing Party's express prior written consent.  The Receiving Party shall not make or permit to be made any copies of Proprietary Information except as required for the Purpose. 5. The Receiving Party shall permit access to Proprietary Information only to  (a) persons who have a need to know for the Purpose and are bona fide employees or contract labor personnel of the Receiving Party, (b) the Receiving Party's information technology system administrators and service providers in the ordinary course of business, and  (c) the Receiving Party's accountants, attorneys and similar professional advisors: provided that each such recipient is obligated to protect Proprietary Information under terms and conditions at least as restrictive as the terms and conditions of this Agreement. 