definiens: means all proprietar y or confidential information and Know - How and any tangible embodiments thereof provided by or on beha lf of one Party to the other Party in connection wi th this Agreement ( including any consulting work ), includin g data, knowledge, practices, processes, ideas, res earch plans, engineering designs and drawings, research d ata, manufacturing processes and techniques, scient ific, manufacturing, marketing and business plans, financ ial and personnel matters, and information and Know -How related to its present or future products, sales, s uppliers, customers, employees, investors or busine ss ; provided, that, information of a Party will not be subject to the restrictions on use and disclosure set forth i n Section 5 ( Confidentiality ) if such information, as evidenced by the receiving Party ’s records : ( a ) was already known to the receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosu re to such receiving Party ; ( b ) was generally available or kno wn, or was otherwise part of the public domain, at the time of its disclosure to such receiving Party ; ( c ) became generally available or known, or otherwise became p art of the public domain, after its disclosure to such receivi ng Party through no fault of the receiving Party ; ( d ) was disclosed to such receiving Party other than under an obligation of confidentiality or non - use, by a t hird party who had no obligation to the disclosing Party not t o disclose such information or Know - How to others ; or ( e ) was independently discovered or developed by su ch receiving Party without the use of Confidential Information belonging to the disclosing Party