definiens: means, with respect to any Person ( including, without limitation, the parties hereto ), all proprietary or confidential information of such Person ( including such Person 's Affiliates and subsidiaries ), including, without limitation, any non­public Intellectual Property, Know - How, financial information, procurement requirements, purchasing, manufacturing, customer or supplier information, business forecasts and plans, financing information, detailing, sales and merchandising, and marketing plans and information, pricing, and accounting policies and procedures of or related to such Person ; provided, however, that Confidential Information shall not include and information that ( a ) was or becomes generally available to the public other than as a result of an unauthorized disclosure by a party hereto or any of such party 's subsidiaries, Affiliates, employees, agents or representatives ; ( b ) was or becomes available to a party hereto on a non - confidential basis from a source other than ( in the case of future information ) any other party hereto ( or any of such party 's subsidiaries, Affiliates, employees, agents or representatives ), provided that such source was not known be bound by any agreement to keep such information confidential or otherwise prohibited from 4 CH\772 I 14.9 CONFIDENTIAL transmitting the information by a contractual, legal or fiduciary obligation ; or ( c ) is independently developed by any party hereto without the use of or reference to the Confidential Information of the other party hereto or any of such other party 's subsidiaries or Affiliates