premise: The Proponent shall employ such precautions as are necessary to prevent unauthorized use, access to and disclosure of Confidential Information, including but not limited to, ensuring that Confidential Information is disclosed only to those of its and its affiliates’ officers and employees who:  (a) have a need to know the same;  (b) have been advised of the proprietary and confidential nature of the information, and the confidentiality obligations set out in this Agreement; and  (c) who are bound by a similar duty of confidentiality.