premise: (a) "Confidential Information" as used in this Agreement is defined as written or oral information or materials, in whatever form, that  (i) is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Discussions and/or the Negotiations; and  (ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, "look and feel" design elements, specifications, inventions, algorithms, formulae, processes, techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party.