premise: 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential  Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential  Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure;