premise: Confidential Information shall not include information, technical data or knowledge which: a. is already known to the Receiving Party; b. is or becomes publicly known through no wrongful act of the Receiving Party; c. is rightfully received from a third party without restrictions and without breach of this Agreement; d. is independently developed by the Receiving Party; e. is approved for release by written authorization of the disclosing party; or f. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify it in writing as Confidential Information.  Neither party will disclose to third parties or fail to treat as Confidential Information any information received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify the information disclosed as being confidential or proprietary. 2. Term.  This Agreement shall commence when executed and continue for a period of one (1) year.  The Parties agree that from the date of first receipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated.  These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement. 3. Marking.  All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked.  It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party.  However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality.