26. CONFIDENTIALITY

(a) without the prior written consent of the Board (such consent not to be unreasonably withheld) its Background Confidential Information or any part of it;

(b) without the prior written consent of the Board, any Centre Confidential Information or any part of it; or

(c) any Background Confidential Information of another Party or any part of it, to any other legal entity.

(a) prior to disclosure is in the public domain or in published literature or subsequent to disclosure to the Party becomes part of the public domain or is published other than as a result of an unauthorised act or failure to act by that Party;

(b) is received by a Party from a third party without any obligation to hold in confidence and which has not been obtained by that third party directly or indirectly from either Party;

(c) is independently developed by an employee or officer engaged by the Party owing the obligation of confidentiality whilst having no knowledge of the other Party's Confidential Information; or

(d) the Party claiming confidentiality has identified in writing as being released from the obligation of confidentiality;

26.4 Confidential Information shall not be deemed to be in the public domain merely because it is embraced by a general disclosure in the public domain.

26.5 The onus of showing that any of the above exceptions apply will rest upon the receiving Party.

26.6 Each Party shall ensure that:

(a) the Confidential Information is not disclosed to any of its officers, employees, student or agents (including Seconded Personnel and representatives on the Board) other than those who are engaged in the Activities;

(b) its employees to whom Confidential Information is disclosed under clause 26.6(a) and aware of and comply with the obligations of confidentiality as though parties to this Agreement; and

(c) any of the abovementioned employees who cease to be employed by the Party shall continue to be bound by such obligations of confidentiality.