definiens: means any and all information of a Party orany of its Affiliates which is maintained as confidential by the Party or its Affiliates, including : a. information relating to the business or affairs of the Party or itsAffiliates, including internal personnel and financial information, purchasing and internal costinformation, forecasts and forecast assumptions and volumes, future plans and potentialstrategies, financing, acquisition, production, development and distribution agreements andbudgets and investment opportunities and structures, product information, marketing anddevelopment plans and agreements, price and · cost data, price and fee amounts, pricing andbilling policies, quoting procedures, marketing techniques and methods of obtaining business, US]DOCS 5683087\'1contracts and their contents, business plans and business deals with vendors and customers, vendor names and other vendor information, customer links and names and data provided bycustomers and the type, quality and specifications of products and services purchased, leased, licensed or received by customers;b . information relating to Intellectual Property Rights ( includingpatents, copyrights, trademarks, topographies, know - how and trade secrets ), includingdevelopments, inventions, designs, works of authorship, improvements and ideas, whether or notpatentable or copyrightable, including the nature of the intellectual property, production, technical data, test data and test results, the status and details of research and development ofproducts and services, and information regarding acquiring, protecting, enforcing and licensingproprietary rights;c . documents, working papers, notes, observations, summaries, explanations, or other material prepared by any Person and derived from the ConfidentialInformation, but only to the extent such material directly includes Confidential Information ofthe Party and not information of the other Person;d . the existence, and the terms and conditions, of this Agreement;e . information marked or otherwise identified as confidential, restricted, secret or proprietary ; andf . information acquired by inspection or oral disclosure if suchinformation has been identified as confidential at the time of disclosure or inspection and saidinformation is reduced to writing within 60 days after the disclosure or inspection