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c. To receive in confidence any Confidential Information; to limit access to <br />such Confidential Information to authorized agents and/or employees, as <br />described in paragraph 4, who have a need to know the Confidential <br />Information; and not to disclose such Confidential Information to others or <br />authorize anyone else to disclose such Confidential Information to others <br />without the prior written consent of AT&T; <br />d. To inform the receiving party, in advance of any disclosure of <br />Confidential Information, in non-confidential and non-proprietary terms, <br />of the nature of the proposed disclosure, and to afford the receiving party <br />the option of declining to receive the Confidential Information; <br />e. All persons receiving access to Confidential Information shall treat it as <br />confidential and shall not disclose it nor afford access to it to any other <br />person not authorized by AT&T and this Agreement to obtain said <br />Confidential Information; <br />f. No copies shall be made of any Confidential Information, whether by <br />Photostat, electronic, mechanical, database or other means, without the <br />prior consent of AT&T; unless expressly stated otherwise, provision of <br />materials to Recipients by AT&T audit managers for purposes of <br />conducting the subject audit shall be deemed consent by AT&T for <br />copying such material. <br />g. To return promptly to AT&T at AT&T's expense, or, at AT&T's option, <br />to destroy any and all copies of Confidential Information in written, <br />graphic or other tangible form; notwithstanding this provision, Recipients <br />shall be allowed to retain workpapers which are necessary to support any <br />audit findings. Any Confidential Information retained in workpapers <br />retained by recipients shall remain subject to the terms of this Agreement. <br />h. The obligations with respect to Confidential Information shall extend for a <br />period of not less than five (5) years following the date of initial disclosure <br />of specific portion of Confidential Information except that Recipients may <br />retain copies of such documents as required by professional standards, and <br />such obligations shall extend beyond completion of the term of this <br />Agreement; <br />i. Neither disclosure of Confidential Information nor this Agreement shall be <br />construed as a license to make, use or sell the Confidential Information or <br />any products derived therefrom; and <br />j. Neither the Confidential Information nor the act of disclosure shall <br />constitute a grant of any license under any trademark, patent or copyright <br />for the same, nor shall they constitute any representation, warranty,