definiens: means any proprietary or confidential information relating to the business or affairs of Seller, the Sponsors, Evolent or Buyer or their respective Subsidiaries, as applicable ( whether or not such information is embodied in writing or other physical form ), including, without limi tation, information relating to : ( i ) marketing or distribution data, ( ii ) business methods, plans and efforts, ( iii ) personnel data, ( iv ) the identity of, or courses of dealings or contracts with, actual or potential business relations, ( v ) financial state ments or other financial information, ( vi ) computer databases, software programs and information relating to the nature of the hardware or software and how such hardware or software is used in combination or alone, ( vii ) servicing methods, equipment, progr ams, analyses or profit margins, and ( viii ) information received by such party from a third party subject to the terms of a confidentiality, non -disclosure or similar agreement or with the reasonable expectation that such information would be treated as co nfidential or proprietary information . Notwithstanding the foregoing, Confidential Information will exclude information that is : ( a ) generally available to the public other than as a result of improper disclosure by the receiving party, ( b ) reasonably beli eved by the receiving party to have been lawfully obtained by the receiving party from a third party under no obligation of confidentiality, ( c ) independently developed by the receiving party without any use of the Confidential Information, ( d ) previously known to, developed by or in the possession of the receiving party at the time of receipt thereof from the disclosing party, or ( e ) approved in writing by the disclosing party for disclosure . Failure to mark information as confidential or proprietary will not adversely affect its status as Confidential Information