premise: Unless otherwise agreed to in writing by the disclosing party, the receiving party agrees  (a) not to disclose the Confidential Data;  (b) use the same degree of care and diligence to protect such Confidential Data from disclosure to others as such party employs or should reasonably employ to so protect its own information of like importance (but in no event less than reasonable care); and  (c) not to reproduce or copy the Confidential Data, in whole or in part, except as necessary for the evaluation or conduct of the Proposed Relationship. 