definiens: means all non - public materials, information and d ata concerning the disclosing party and its operations that is disclos ed by the disclosing party to the receiving party p ursuant to this Agreement, orally or in written, electronic or tang ible form, or otherwise obtained by the receiving p arty through observation or examination of the disclosing party ’ s operations . Confidential Information includes, bu t is not limited to, information about the disclosing party ’ s financial condition and projections ; business, ma rketing or strategic plans ; sales information ; customer lists ; price lists ; databases ; trade secrets ; product pro totypes and designs ; techniques, formulae, algorithms and other non - public process information . Notwithstanding th e foregoing, Confidential Information of a party shal l not include that portion of such materials, infor mation and data that the recipient can establish by written do cumentation : ( a ) is known to the recipient or any o f the recipient ’s Affiliates as evidenced by its written records before receipt thereof from the disclosing party, ( b ) is disclosed to the recipient or any of the recipient ’ s Affiliates free of confidentiality obligations by a Third Party who has the right to make such disclosure without o bligations of confidentiality, ( c ) is or becomes pa rt of the public domain through no fault of the recipient, or ( d ) the recipient can reasonably establish is inde pendently developed by persons on behalf of recipient or any of its Affiliates without the use of the informatio n disclosed by the disclosing party