premise: Recipient understands and agrees that Company’s client and prospective client lists, proposals, reports, all internal memoranda and documents and any information communicated to Recipient, written or oral, that is indicated as confidential, are trade secrets within the meaning of Chapter 19.108 of the Revised Code of Washington, and that misappropriation of such information, as defined in said Chapter, shall subject Recipient to penalties as set forth in said Chapter.  Confidential Information shall not include information  (i) which was lawfully in the possession of Recipient prior to disclosure of such information by the Company;  (ii) which was, or at any time becomes, available in the public domain other than through a violation of this Agreement;  (iii) which is documented, to the satisfaction of both Parties, by Recipient as having been developed by Recipient independently; or  (iv) which is furnished to Recipient or its representatives by a third party not under an obligation of and without a violation of confidentiality to the Company. 2. Recipient agrees not to disclose Confidential Information to any third party, except as specifically authorized by this Agreement or as specifically authorized by the Company in writing.  Recipient agrees to hold all of the Confidential Information in trust and confidence and agrees that it shall be used only by Recipient or its employees with a need-to-know for the contemplated purpose set forth above, and shall not be used for any other purpose or disclosed to any party who is not bound by a non-disclosure agreement with the Company. 3. Recipient agrees to use all reasonable precautions, no less than Recipient’s treatment of its own Confidential Information of a similar nature, to prevent the unauthorized disclosure of the Company’s Confidential Information. 4. The Confidential Information, regardless of whether it is in oral or written, or partial or complete, form, shall be and remain the property of the Company, whether provided to or copied by Recipient. 