definiens: means all non - public, proprietary data or information and materials received by either Party from the other Party pursuant to this Agreement tha t are designated as confidential in writing by the disclo sing Party . Notwithstanding the foregoing, informat ion that is orally, electronically or visually disclosed by a P arty, or is disclosed in writing without an appropr iate letter, stamp or legend, shall constitute Confidential Info rmation of a Party ( i ) if the disclosing Party, wit hin thirty ( 30 ) days after such disclosure, delivers to the ot her Party a written document describing the informa tion and referencing the place and date of such oral, visual, electronic or written disclosure and the names of the persons to whom such disclosure was made, or ( ii ) such info rmation is of the type that is customarily consider ed to be confidential information by persons engaged in acti vities that are substantially similar to the activi ties being engaged in by the Parties . QMS further agrees to ca use each person who is member of or who has the rig ht to observe meetings of its board of directors or other governing body, who is an employee, officer, direc tor, partner, or member of or consultant to an investmen t company, whether or not registered under the Inve stment Company Act of 1940, that would be an Affiliate of QMS but for the last sentence of the definition the reof, to execute a non - disclosure and confidentiality agreem ent substantially in the form annexed hereto as Sch edule D