All information and materials exchanged and produced by  and IDL during the course of any of the services provided by IDL to  shall be proprietary and confidential to either  or IDL or both, unless such information or materials (i) becomes public knowledge or is received by the other party without the fault or action of the other party or any breach of any confidentiality obligation; (ii) was independently developed by a party without use or access to the other party’s confidential information; or (iii) was previously known to a party prior to receipt of the other party’s confidential information, or (iv) are disclosed to the public by the operation or the requirement of the law.  Each party shall cause all its relevant personnel and employees to handle this information and materials with the strictest care and protection.  Neither party may release nor disclose such confidential information and materials unless the other party consents in writing.  The contents of this agreement are confidential.