For purposes of these Additional Terms for Developers, the term “Confidential Information” will be deemed to include personally identifiable information (as defined in FERPA) from student education records (as defined in FERPA), and all information and materials furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is of a proprietary or confidential nature, including but not limited to, software, technology, data, all financial and cost information, business information, trade secrets relating to sales, client lists, research or business of the parties, and any other personal or intellectual property relating to the parties, their parent or subsidiaries. Confidential Information also includes information that is intended to be confidential that: (i) is disclosed in oral, visual or magnetic form, if identified as being “Confidential” at the time of the disclosure or so identified in writing within thirty (30) days of disclosure, (ii) marked as confidential or proprietary if in writing, or (iii) under the circumstances, a reasonable person would understand to be confidential.</p> <p>Notwithstanding the foregoing, the following will not be considered “Confidential Information” as defined herein: information that: (a) is approved for release by prior written authorization of the Disclosing Party, (b) Receiving Party can reasonably show was already known to the Receiving Party at the time of the disclosure, (c) is independently developed or formulated by or for the Receiving Party without reliance on Confidential Information, or (d) is received by the Receiving Party from a third party who is not under an obligation of confidence to the Disclosing Party.</p> <p>The Receiving Party agrees not to use any Confidential Information for any purpose other than in the performance of its rights and obligations under this Agreement and will not disclose any such Confidential Information, except: (I) to its employees, agents, independent contractors, lawyers and other advisers who are bound by confidentiality obligations no less stringent than those contained herein, and (II) pursuant to, and to the extent of, a request or order by a governmental authority, provided that the Receiving Party has first given the Disclosing Party notice of such request or order and the opportunity for the Disclosing Party to seek a court order or other protection against the disclosure of such Confidential Information.