premise: 1. “Confidential Information” means, for each party, whether in oral, written or in electronic form: (i) any information, data, intellectual property (including trade secrets), facts and financial information relating to the existing or proposed business, products, customers or services of such party and its affiliates that are treated as confidential by it, or ought to be considered confidential from their nature or the circumstances surrounding their disclosure;  (ii) the existence of, and either party's potential participation in, the Proposed Transaction (including the contents and details of any discussions and negotiations of the terms, conditions and other matters with respect thereto); and  (iii) any reports, analyses, forecasts, memoranda, compilations, studies, notes or summaries of such information, or other written or electronic documents prepared by, or on behalf of or for the Recipient or affiliates, directors, officers, managers, employees, shareholders, members or other equity holders, agents or advisors (“Representatives”) of the Recipient, to the extent that they use, contain, relate to, reflect, or are derived from such information (collectively, “Derivative Confidential Information”).