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way, including for the commercial benefit of Recipient or any other party, outside of the express purpose for which it was disclosed to Recipient by Discloser. 4. Within ninety (90) days after the date of receipt of a written notice by the Discloser, Recipient must (i) destroy or return all of Discloser's Confidential Information then in its possession or control, and (ii) destroy all copies containing the Discloser's Confidential Information and any other items that may have been produced by Recipient that incorporate Discloser's Confidential Information, and upon the written request of Discloser, will furnish the Discloser with written certification of such destruction under this Section. Notwithstanding the foregoing, the Recipient (i) may retain one copy of the Confidential Information, for the purpose of certifying the scope and nature of the docmnents received under this Agreement, and (ii) will not be required to destroy any computer files stored securely by the Recipient that are created during automatic system back-up or retained for legal purposes by the Recipient's legal division. 5. All reproductions, copies, or embodiments, in whole or in part, of the Confidential Information created by Recipient shall carry a confidential or proprietary notice similar to that, if any, with which it was submitted to the Recipient. 6. Confidential Infornation disclosed to Recipient hereunder is and shall remain the exclusive property of Discloser. The confidentiality and use obligations set forth above apply to all or any part of any Confidential Information provided after the Effective Date of this Agreement except to the extent that such Confidential Information: (a) was publicly known prior to disclosure by Discloser of such Confidential Information to Recipient; (b) is or becomes publicly known, without fault on the part of Recipient, subsequent to disclosure by Discloser of such Confidential Information to Recipient; (c) was otherwise known by Recipient prior to communication by Discloser to Recipient of such Confidential Information as evidenced by written records; (d) becomes available to the Recipient on a non -confidential basis from a source other than the Discloser who is not, to the Recipient's knowledge, after reasonable inquiry, under any obligation of confidentiality to the Discloser; and (e) has been independently developed by Recipient without access to such Confidential Information, as evidenced by written records. 7. In the event that Recipient is requested or required pursuant to applicable law, regulation or order issued by any administrative, governmental, regulatory or judicial authority, or in response to a request from or requirement of the Recipient's auditors, regulators or rating agencies, to disclose any Confidential Information, Recipient may disclose such Confidential Information, subject to this Section 7. Prior to responding to such request or requirement, the Recipient will provide the Discloser with prompt notice of any such requests or requirements (unless prohibited by applicable law from doing so), so that the Discloser may seek an appropriate protective order or, if appropriate, waive Recipient's compliance with the provisions of this Agreement. Recipient intends to treat the disclosed information as confidential. Accordingly, the intention of the Discloser in releasing this Confidential Information to Recipient for the specific purpose of assisting the City with formation of a proposed SATMD, and no other purpose, is to preserve the