premise: This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement.  The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information").  Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure.  Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document.  Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. 