Confidentiality Obligations
Both Stryker and the Distributor acknowledge that in the course of the performance of the Distribution Agreement (the “Agreement”), it may obtain the Confidential Information of the Disclosing Party.  The Receiving Party shall, at all times, both during the term of the Agreement and thereafter for a period of five (5) years, keep in confidence as a fiduciary and take all precautions the Receiving Party uses with respect to its confidential materials of a similar nature.  The Receiving Party shall not use the Confidential Information of the Disclosing Party other than for the purpose of performing its obligations under the Agreement or as expressly permitted under the terms of the Agreement or by a separate written agreement.  The Receiving Party shall take all reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, consultants and members of their respective Groups who need access to such Confidential Information in order to perform its obligations under the Agreement and will protect the Disclosing Party's Confidential Information to the same extent the Receiving Party protects its Confidential Information. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party's Confidential Information.  The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information.

Exceptions to Confidential Information
Information that is in or (through no improper action or inaction of the Receiving Party or any Group member company, agent or employee) enters the public domain shall not be Confidential Information hereunder. Without granting any right or license, the Disclosing Party agrees that the obligations set forth in the section “Confidentiality Obligations” above shall not apply to the extent that Confidential Information includes information which the Receiving Party can document :

(i) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or

(ii) was rightfully disclosed to it by another person without restriction, or

(iii) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who had no access to such information, or

(iv) is or becomes (through no improper action or inaction by the Receiving Party or any Group member company, agent, consultant or employee) generally available to the public.