premise: (a) Subject to 1(b) below, the term "CONFIDENTIAL INFORMATION" means and includes all information and materials relating to either Party, including, without limitation, all books, records, financial statements, by-laws, operating agreements and/or other organizational documents, capital structure information, ownership information, business plans, pricing information, employee information, marketing plans and procedures, strategies, forecasts, customer lists, supplier lists, product development plans, trade secrets, documents, files, data, notes, analyses, compilations, studies, specifications, technology, computer programs, designs, and other information, materials and rights of every nature whatsoever whether prepared or created by the Provider, the Reviewer or otherwise, together with such other information, data or materials, if any, already provided to the Reviewer or its Representatives (as defined below) by or on behalf of the Provider, directly or indirectly, in each case whether oral or written, whether or not confidential or proprietary status is indicated orally or in writing or in a context in which the Provider or its representatives reasonable communicated, or the Reviewer or its Representatives should reasonably have understood, that the information should be treated as confidential, whether or not the specific words "confidential" or "proprietary" are used, and all portions of all compilations, studies, notes, analyses and memoranda prepared in connection therewith or derived therefrom that contain or reflect such information, and all copies thereof. 