살다살다 이렇게 어려운 번역 첨입니다. 능력자분들 제발좀 도와주세요   3. Limitations of Use. Each party agrees to use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure of Confidential Information as it uses to protect its own Confidential Information. Recipient agrees to disclose Confidential Information only to its employees or independent contractors with a direct need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement. Recipient shall not remove the proprietary notices of Discloser from Confidential Information. This Agreement imposes no obligations on either party to develop, sell, license or otherwise make available any technology or products, or enter into any further agreements with Company.   4. Exclusions. Recipient shall have no obligation under this Agreement as to Confidential Information which: (a) is known to Recipient at the time of disclosure; (b) is independently developed by Recipient without use of the Confidential Information; (c) becomes known to Recipient from another source without confi­den­tiality restriction on subsequent disclosure or use; (d) is or becomes part of the public domain through no wrongful act of Recipient; or (e) is disclosed pursuant to any judicial or governmental request or order; provided that Recipient takes reasonable steps to give Dis­closer sufficient prior notice so that it may contest or limit any such request or order. 5. Period of Disclosure/Termination. This Agreement covers only Confidential Information disclosed between the Effective Date and five (5) years thereafter. This Agreement, and each party’s obligations hereunder, shall expire five (5) years from the Effective Date. However, either party may terminate this Agreement at any time upon five (5) days prior written notice to the other party, upon which Recipient will cease use of and return or destroy all Confidential Information. In the case of termination, all provisions of this Agreement shall survive for a period ending five (5) years from the Effective Date, except for Section 2 and the second sentence of Section 3. 7. General. (a) Assignment. This Agreement is not assignable or trans­ferable by either party; any attempted assignment will be void and without effect, unless such assignment is agreed to in writing by both parties. (b) No Other Rights. No license or transfer of intellectual property rights in any Con­fidential In­formation are provided hereunder, either ex­pressly or by implication, estoppel or otherwise. (c) No Agency. This Agreement does not create any agency or partnership relationship. (d) Export. The parties acknowledge that the export of Confidential Information may be subject to regulations which may prohibit the export of such information to certain foreign countries or the disclosure of such information to certain foreign nationals. The parties, therefore, agree to comply strictly with all applicable export laws, regulations, executive orders and the like. (e) Choice of Law. This Agreement will be governed by and interpreted in accor­dance with the laws of the State of Minnesota, excluding its choice of laws rules. (f) Complete Agreement. This Agreement constitutes the complete agreement between the parties on the subject matter identified herein. Any modifications to this Agreement must be made in writing and signed by both parties.