definiens: shall mean, with respect to a Party, all information, data, documents, agreements, ﬁles, andother materials, whether disclosed orally or disclosed or stored in written, electronic, or other form or media, which isobtained from or disclosed by a Party or its representatives, whether obtained before or on or after the date hereof, relatingto such Party, its business, any of its Aﬃliates or any of their respective businesses, or the Purchased Assets, together withthe terms and conditions or other facts relating to the transactions contemplated hereby, including, without limitation, allnotes, analyses, compilations, reports, forecasts, studies, samples, and other documents prepared by or for the other Partywhich contain or otherwise reﬂect or are derived or based in whole or in part on such information, data, documents, agreements, ﬁles, or other materials . The terms and conditions of this Agreement shall be deemed the ConﬁdentialInformation of both Parties . The term Conﬁdential Information as used herein does not include information that : ( a ) at thetime of disclosure or thereafter is generally available to and known by the public, other than as a result of disclosure by thereceiving Party or any of its representatives in violation of this Agreement ; or ( b ) is or becomes available to the receivingParty on a non - conﬁdential basis from a source other than the disclosing Party, provided that such source, to the receivingParty ’s knowledge after reasonable inquiry, is not and was not bound by a conﬁdentiality agreement with respect to suchinformation or otherwise prohibited from transmitting such information by a contractual, legal, or ﬁduciary obligation ; or ( c)has been independently acquired or developed by the receiving Party without reference to the Confidential Information