definiens: means any information disclosed by either [COMPANY] or the Distributor ( each a ) to the other party ( each a ) which relate directly or indirectly to the Disclosing Party ’s products, services or business and which is disclosed in tangible or electronic form and clearly marked as or or bears a similar designation, is disclosed orally or otherwise in intangible form and identified asconfidential at the time of disclosure followed within 30 days of disclosure by a written transmission containing asummary of the disclosed information and confirming its confidential or proprietary nature, and/or shouldreasonably be understood to be confidential or proprietary given the nature of the disclosed information and/or thecircumstances surrounding disclosure . Confidential Information may include technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements, patents, patent applications, specifications, tradesecrets, prototypes, processes, notes, memoranda and reports, or visual representations concerning theDisclosing Party ’s past, present or future research, technology, know - how, and concepts, or computer programs, software code, written documentation, products, information concerning vendors, members, customers, prospective customers, employees and prospective employees, market research, sales and marketing plans, distribution arrangements, financial statements, financial information, financing strategies and opportunities andbusiness plans . A Recipient shall keep Confidential Information of the Disclosing Party confidential and shall notdisclose it to any unaffiliated third party or use it for any purpose other than to exercise its rights and fulfill itsobligations under this Agreement without the prior written consent of the Disclosing Party . The Recipient agreesto preserve the confidentiality of such information with at least the same degree of care as that taken by theRecipient to preserve and protect its own confidential or proprietary information, and in no case less than areasonable degree of care . The Recipient shall not be obligated to maintain any information in confidence, if : theinformation was lawfully in the Recipient ’s possession or was known to it prior to its disclosure from theDisclosing Party as evidenced by written records ; the information is, at the time of disclosure, or thereafterbecomes public knowledge without the fault of the Recipient ; the information is or becomes rightfully available onan unrestricted basis to the Recipient from a source other than the Disclosing Party which did not acquire thesame under an obligation of confidentiality to the Disclosing Party ; or the information becomes available on anunrestricted basis to a third party from the 7 [ * * * ] Certain information in this document has been omitted and filed separately with the Securities andExchange Commission . Confidential treatment has been requested with respect to the omitted portions