premise: Obligations in this Section 2 regarding Confidential Information shall, with respect to each disclosure of Confidential Information hereunder, continue for three (3) years from the date of each disclosure of Confidential Information.  Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain. 3. This Agreement shall be inoperative as to particular portions of the Confidential Information disclosed by the Disclosing Party if such information:  (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its Affiliates, or its or their Authorized Parties;  (ii) was available on a non-confidential basis prior to its disclosure to the Receiving Party;  (iii) is or becomes available to the Receiving Party, its Affiliates, or its or their Authorized Parties on a non-confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation with the Disclosing Party; or  (iv) was independently developed by the Receiving Party, its Affiliates, or its or their Authorized Parties, without reference to the Confidential Information, and the Receiving Party can verify the development of such information by written documentation. 4. If either party decides not to proceed with a Transaction, it will promptly inform the other party of that decision.  In addition, the Disclosing Party may elect at any time by notice to the Receiving Party to terminate further access to and such party’s review of the Confidential Information.  In any such case or upon any other termination of this Agreement, the Receiving Party will immediately:  (i) return all Confidential Information disclosed to it and  (ii) destroy, with such destruction to be certified by the Receiving Party, all Notes, without retaining any copy thereof.  No such termination of the Agreement or return or destruction of the Confidential Information or Notes will affect the confidentiality obligations of the Receiving Party, its Affiliates, or its or their Authorized Parties, all of which will continue in effect as provided in this Agreement.