premise: DISCLOSEE agrees not to disclose such Confidential Information and Material to any person, organization, representative, entity, business, manufacturer, designer or corporation other than those individuals reasonably necessary for the purpose NUSD is using DISCLOSEE. (b) DISCLOSEE agrees it does not intend nor will it, directly or indirectly, export any Confidential Information or Materials or products to any person, entity, business, manufacturer, designer or corporation who DISCLOSEE knows or has reason to know will utilize them in an unacceptable manner. (c) DISCLOSEE shall not disclose or through knowing inaction fail to prevent disclosure of any Confidential Information or Materials to third parties during the contractual relationship between DISCLOSEE and NUSD and after termination of this contractual relationship.  However, DISCLOSEE may disclose Confidential Information in accordance with judicial or other governmental orders, provided DISCLOSEE shall give NUSD reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent issued on behalf of NUSD. (d) DISCLOSEE shall not share or use any of NUSD Confidential Information and Confidential Materials to engage in any targeted marketing or advertising. 3. Security of Confidential Information and Materials (a) DISCLOSEE shall take all reasonable measures including the training of DISCLOSEE’s staff, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information and Confidential Materials.  Without limiting the foregoing, DISCLOSEE shall take at least those measures that DISCLOSEE takes to protect its own confidential information.  DISCLOSEE may disclose Confidential Information or Confidential Materials only to DISCLOSEE’s consultants on a need-to-know basis.  DISCLOSEE shall execute appropriate written agreements with its consultants sufficient to enable it to comply with all the provisions of this Agreement.  DISCLOSEE shall not disclose any Confidential Information or Confidential Materials to any third party other than the consultants mentioned herein, without the prior written consent of NUSD.