“Confidential Information” shall mean all information disclosed orally or in writing by one party (or its parent, subsidiary or affiliated parties) to the other and which is clearly identified by the disclosing party at the time of disclosure as confidential information of the disclosing party, or which would reasonably be deemed to be of a confidential or proprietary nature. Without limiting the foregoing, the following types of information shall be deemed to be Confidential Information hereunder regardless of whether so identified at the time of disclosure or thereafter: the terms and conditions of this Agreement as well as rates, costs, facilities information, traffic volumes and distribution, and business plans. Each party shall safeguard Confidential Information utilizing the same degree of care it utilizes in protecting its own confidential information. The obligations of the recipient of Confidential Information set forth in this Section shall not apply to the extent that:

• Such Confidential Information becomes generally available to the public other than as a result of unauthorized disclosure by the recipient or persons to whom the recipient has made the information available.
• Such Confidential Information has been released without restriction by the disclosing party to another person or entity; or
• Such Confidential Information was received by the recipient on a non-confidential basis, prior to receipt from such party, from a third party lawfully possessing and lawfully entitled to disclose such information.

Further, the recipient may disclose Confidential Information pursuant to any judicial or governmental request, requirement or order. The recipient shall, however, take reasonable steps to give the disclosing party sufficient prior notice to contest such request, requirement or order. Confidential Information shall remain the property of the disclosing party and shall be returned to the disclosing party or destroyed upon request of the disclosing party.

The recipient shall keep the information confidential for a period of One (1) year after the termination of this agreement.