definiens: means all information an d know - how and any tangible embodiments thereof provided by or on behalf of one Party to the other Party either in connection with the discussions and negotiations pe rtaining to this Agreement or in the course of performing this Agreement, including data ; knowl edge ; practices ; processes ; ideas ; research plans ; engineering designs and drawings ; r esearch data ; manufacturing processes and techniques ; scientific, manufacturing, marketing an d business plans ; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or busin ess . Exceptions . Notwithstanding the foregoing, information or know - how of a Party will not be deemed Confidential Information for purposes of this Agreement if such information or know - how : ( a ) was already known to the receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosure to such receiving Party ; ( b ) was general ly available or known to parties reasonably skilled in the field to which such information or k now - how pertains, or was otherwise part of the public domain, at the time of its disclosure to, or, with respect to know - how, discovery or development by, such receiving Party ; ( c ) became ge nerally available or known to parties reasonably skilled in the field to which such infor mation or know - how pertains, or otherwise became part of the public domain, after its disclos ure to such receiving Party through no fault of the receiving Party ; ( d ) was disclosed to such r eceiving Party, other than under an obligation of confidentiality or non - use, by a Thir d Party who had no obligation to the disclosing Party not to disclose such information o r know - how to others ; or ( e ) was independently discovered or developed prior to disc losure by such receiving Party, as evidenced by their written records, without the use of Confidential Information belonging to the disclosing Party