premise: This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other's affiliates, under the following terms.  An "affiliate" is any legal entity that one of us owns, that owns one of us or that is under common control with one of us.  "Control" and "own" mean possessing a 50% or greater Interest in an entity or the right to direct the management of the entity. 2. Confidential information. a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that:  Are designated as "confidential"; or  A reasonable person knows or reasonably should understand to be confidential. b. What is not included?  The following types of information, however marked, are not confidential information.  Information that:  Is, or becomes, publicly available without a breach of this agreement;  Was lawfully known to the receiver of the information without an obligation to keep it confidential;  Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;  Is independently developed; or  Is a comment or suggestion one of us volunteers about the other's business, products or services. 3. Treatment of confidential information. a. In general.  Subject to the other terms of this agreement, each of us agrees:  We will not disclose the other's confidential information to third parties; and  We will use and disclose the other's confidential information only for purposes of our business relationship with each other. b. Security precautions.  Each of us agrees:  To take reasonable steps to protect the other's confidential information.  These steps must be at least as protective as those we take to protect our own confidential information;  To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and  To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives.  A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates.  Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. 