premise: The term “Confidential Information” as used herein means all nonpublic information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their agents (where applicable, collectively referred to as the “Disclosing Party”), directly or indirectly, in writing, orally or by inspection of premises or tangible objects to the other party (the “Recipient”) that is:  (i) marked confidential or proprietary, or  (ii) given the nature of the information or the circumstances surrounding its disclosure, reasonably should be deemed confidential. 