premise: The parties desire to disclose and examine such proprietary information solely in furtherance of the Purpose.  The party receiving Confidential Information shall be hereinafter referred to as the “Receiving Party,” and the party disclosing such Confidential Information shall be hereinafter referred to as the “Disclosing Party. ” In consideration of the covenants and conditions set forth below, the parties agree as follows: 1. Confidential Information.  As used in this Agreement, "Confidential Information” means any information, including without limitation, business information, technical, and marketing information, pricing, rates and discounts, provided such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party.  In the event of an inadvertent disclosure of source code, such information shall be immediately returned to the Disclosing Party. Confidential Information does not include information that: (i) becomes generally available to the public through no fault of the Receiving Party; (ii) is, prior to its initial disclosure hereunder, in the possession of the Receiving Party;   (iii) is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or   (iv) is independently developed by the Receiving Party without use of the Confidential Information. 2. Non-Disclosure and Use Restrictions.  Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for the Purpose. 