premise: The confidential, proprietary and made secret information of the disclosing party ("Confidential Information") to be disclosed hereunder is that information which  (i) is described in the Confidential Information Transmittal Record ("CITR") executed from time to time hereafter and  (ii) is marked with a "confidential", "proprietary", or similar legend. CITRs are subject to the terms of this Agreement.  CITRs will be executed, in writing or in electronic form, by the parties prior to the disclosure of Confidential Information.  All Confidential Information received from the disclosing party will be in tangible form.  To be considered Confidential Information, non-tangible disclosures must be identified as confidential prior to disclosure and produced in writing, marked as provided above and delivered to the receiving party within thirty (30) days of the original date of disclosure.  The CITR will indicate the disclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties and the dates when the disclosure covered by the CITR commenced. 2. Obligations of Receiving Party.  The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.  The receiving party will not disclose any of the disclosing party's Confidential Information to any employees or to any third parties except to the receiving party's employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein: provided that the receiving party will be liable for breach by any such entity.  The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know.  Any copies which are made will be identified as belonging to the disclosing party and marked "confidential", "proprietary", or with a similar legend.