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What is Confidential Information?

1. Confidential Information means information that is disclosed:
   1. by a party to this Agreement (the Discloser) or on the Discloser’s behalf by its authorised representatives or its Affiliates,
   2. to the other party to this Agreement (the Receiver), its Affiliates or Permitted Receivers, and
   3. in connection with the Purpose.

2. Affiliates means any:

   1. entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this Agreement, or
   2. fund or limited partnership that is managed or advised, or whose general partner or manager is managed or advised, by the Receiver or its Affiliate or which the Receiver or its Affiliate controls.
3. Permitted Receivers means the Receiver’s Affiliates and the Receiver’s or its Affiliates’ officers, employees, members, representatives, professional advisors, agents and subcontractors.
4. Confidential Information does not include information that is:
   1. in the public domain not by breach of this Agreement,
   2. known by the Receiver or its Permitted Receivers at the time of disclosure,
   3. lawfully obtained by the Receiver or its Permitted Receivers from a third party other than through a breach of confidence,
   4. independently developed by the Receiver, or
   5. expressly indicated by the Discloser as not confidential.