premise: 2. Confidential Information.  As used in this Agreement, the term “Confidential Information” shall mean all information that is not generally known or readily ascertainable by proper means by other persons and is either  (i) designated as “confidential” or “proprietary” by the Disclosing Party prior to or at the time of disclosure or  (ii) information that a reasonable person should recognize as being confidential or proprietary, based on the nature of the information and/or the circumstances of its disclosure. 