or ,(c)is independently developed by the Receiving Party without use ,of or reference to the Confidential Information as demonstrated ,by the written records of the Receiving Party. ,10.3.The Receiving Party shall not (a) use the Confidential Information of ,the Disclosing Party except to exercise its rights and perform its ,obligations under this SaaS Agreement or (b) disclose such ,Confidential Information to any third party, except those of its ,employees, service providers, agents, and representatives who are ,subject to confidentiality obligations at least as stringent as the ,obligations set forth herein and have a “need to know” in order to carry ,out the purpose of this SaaS Agreement.