premise: 1.1 "Confidential Information" means any and all information disclosed by Owner that is identified as "confidential" or "proprietary," either by legend on written or electronically stored material, or in advance if disclosed verbally.  Confidential Information includes, without limitation, research and development, know-how, inventions, trade secrets, software, and market analysis, research, strategies, projections and forecasts.  Confidential Information also includes, without limitation, information disclosed by Owner with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known. 1.1.1 Exceptions.  Confidential Information does not include information which: (a) was publicly known at the time of Owner's communication thereof to Recipient, or which subsequently becomes publicly known through no fault of Recipient; (b) was in the possession of Recipient prior to its being communicated to Recipient by Owner; (c) becomes available to Recipient on a non-confidential basis from a source other than Owner, provided that such source is not bound by any obligation of confidentiality to Owner with respect to such information; or  (d) was independently developed by Recipient without reference to the Confidential Information communicated by Owner. Section 2. Covenant Not to Disclose. Recipient shall not use Owner's Confidential Information except for purposes of evaluating, maintaining and furthering a business relationship with Owner.  Recipient shall maintain in confidence the Confidential Information received from Owner and shall not directly or indirectly disclose such information to any person or entity except Recipient's employees and consultants, and then only on a need-to-know basis.  Recipient shall ensure that such employees and consultants are bound by a written agreement to protect the received Confidential Information from unauthorized use and disclosure.  Recipient shall protect Owner's Confidential Information from disclosure to others using the same degree of care that it uses to protect its own most highly confidential information, but in no event less than a reasonable standard of care.  Recipient shall not make or distribute any more copies or summaries of Owner's Confidential Information than are necessary to evaluate, maintain and further a business relationship between the Parties, and shall ensure that all such copies or summaries are marked as confidential and the property of Owner.