definiens: means any and all technical and non - technical information, whether conveyedverbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know - how and proprietary information, techniques, plans or any other information relating to any researchproject, analysis, work in process, future development, scientific, engineering, marketing or business plans orfinancial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied inconfidence by either Party to the other, including information provided pursuant to this Agreement by each Party tothe other Party that is marked or or that should be reasonably understood by the ReceivingParty ( based on the nature of the information or the context in which the information is disclosed ) should beconsidered confidential . Confidential Information will not include information to the extent that : ( a ) such information isor becomes publicly available other than through any act or omission of either Party in breach of this Agreement;(b ) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a thirdparty who had no obligation of confidentiality to the other Party ; ( c ) such information was in the possession of theReceiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected bythe Receiving Party ’s internal, written and dated documentation ; or ( d ) an applicable regulation, court order or otherlegal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Partywill give notice to the other Party so that the other Party may take 2reasonable steps to oppose or limit such disclosure, and that the Disclosing Party does not disclose any moreinformation than necessary to comply with such legal process . The burden of proof that Confidential Information fallsinto any one of the above exemptions will be borne by the Party claiming such exemption with documentation andother credible evidence