definiens: means any and all non - public and proprietary info rmation that is designated as such and that is disclosed by either party to the o ther ( including, without limitation, the GenMark In tellectual Property Rights and [COMPANY] Background IP ) in any fo rm in connection with this Agreement and that, if o rally disclosed, shall be identified in writing within th irty ( 30 ) days of such disclosure . A receiving part y shall notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of the disclosing p arty ’s Confidential Information . Upon the expiration or ea rlier termination of this Agreement, each party sha ll return to the other party all tangible items regarding the Co nfidential Information of the other party and all c opies thereof ; provided, however, that a receiving party shall have the right to re tain one ( 1 ) copy for its legal files for the sole purpose of determining its obligations hereunder