definiens: means any non - public, proprietary or confidential information or material of a Party that ( i ) is disclosed in writing and isclearly marked as or with a similar proprietary notice at the time of disclosure ; ( ii ) isdisclosed verbally and identified as or similarly at the time of disclosure, or ( iii ) byits nature, a reasonable person would consider confidential . If Confidential Information isdisclosed or otherwise made available by a party ( the ) to the other party ( the ), the Receiving Party shall use such Confidential Information only for thepurpose for which it was provided or as otherwise agreed to in writing and not disclose suchConfidential Information to any person or entity ( except to its affiliates and contractors that arebound by written nondisclosure agreements or obligations as least as protective as the terms andconditions of this Section 5 ) . The terms and conditions of this Agreement shall be ConfidentialInformation of both parties and disclosure of all or any part thereof to any third party or the publicshall be upon consent of both parties hereto