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assurance or guarantee by ATBcT with respect to the infringement of any <br />trademark, patent, copyright or any right of privacy, or of any third. <br />persons. <br />4. Except as provided in this paragraph 4, persons receiving Confidential <br />Information shall not disclose or divulge such information to any other person. <br />With the prior consent of ATc4iT, Recipient(s) may disclose Confidential <br />Information to an expert, agent, consultant or employee of Recipient(s) as <br />necessary to assist Recipients(s) with regard to the subject audit. Prior to the <br />disclosure of such Confidential Information to any such expert, agent, consultant <br />or employee, Recipient(s) shall: (a) give ATBcT's counsel prior notice of the <br />identity and affiliation of any such person; (b) require any such person to read and <br />sign an agreement in the form of Appendix A which is attached hereto agreeing to <br />abide by the terms of this Agreement; and (c) cause to be delivered to ATB?T's <br />counsel a copy of such agreement. All persons receiving access to Confidential <br />Information shall treat it as confidential and shall not disclose it nor afford access <br />to it to any other person not authorized by this Agreement to obtain said <br />information nor shall such information be used in any other manner or for any <br />other purpose than provided in this Agreement. No copies shall be made of any <br />Confidential Information or any part thereof without prior written consent of <br />ATBcT. <br />5. These obligations do not apply to Confidential Information which, as shown by a <br />preponderance of tangible proof: <br />a. Was in Recipient's possession prior to receipt thereof from ATB?T; or <br />b. Was received by Recipient in good faith from a third party not subject to a <br />confidential obligation to AT8?T; or <br />c. Now is or later becomes publicly known through no breach of confidential <br />obligation by Recipients, or either of them, or their agents or employees, <br />or any third party; or <br />d. Was developed by Recipient(s) without the developing person(s) having <br />access to Confidential Information received from AT&cT or is developed <br />independently by Recipient(s) without any portion of the development <br />having been based on the Confidential Information. <br />6. If Recipients, or either of them, wish to divulge or disclose any such Confidential <br />Information in testimony, examination, exhibits or briefs in any legal or <br />administrative proceeding, Recipients shall contact counsel for ATBLT at least <br />three (3) business days prior to such use to determine the appropriate protections <br />to be imposed in order to ensure the confidential and proprietary nature of the <br />information against disclosure to any persons not bound by this Agreement. If <br />Recipients, or either of them, are compelled to divulge or disclose any such