1) The parties hereby agree to disclose in a relationship of trust and confidence to one another, such confidential and proprietary information concerning their respective buildings and processes, in such detail as may be reasonably required to enable the parties to conduct effective discussions and evaluations of energy efficiency project opportunities and their use. All information furnished in the survey shall promptly be considered confidential.
2) The parties agrees to hold any and all information disclosed as in secrecy and confidence for a period of three (3) years from the date of the survey. Each party agrees to use such information only for purposes stated and to limit access of such information to those of its employees and consultants who reasonably require same for the purpose aforesaid. The parties further agree not to divulge such individual building information to third parties without the prior, express written consent of the other party, except:
information which is already in the public domain; which is published or otherwise becomes a part of the public domain through no fault or neglect of the receiving party; which the receiving party can show was already in its possession and was not acquired, directly or indirectly, from a third party under any obligation of confidence to the disclosing party; which the receiving party can show was received from a third party who did not require the receiving party to hold such information in confidence and who did not acquire it, directly or indirectly, from the disclosing party; and/or information which is independently developed by the receiving party without having access to the information received from the disclosing party.