definiens: of a party means ( a ) any and all confidential or proprietary information of, orconcerning, such party, including but not limited to trade secrets, technologies, know - how, research, discoveries, developments, improvements, techniques, data, methods, processes, instructions, formulas, recipes, drawings, specifications, commercial, financial, and technical information, customer or client lists, supplier lists, proprietary software, programs, procedures, documents, computer information and databases, business plans, budget forecasts, business arrangements, information regarding specific transactions, financial information and estimates, and long - term plans and goals ; whichinformation is ( b ) either marked or otherwise designated as confidential or proprietary or the like or disclosed undercircumstances that the information would be understood to be confidential by a reasonable person . The termConfidential Information shall not include information that ( i ) is deemed in writing by the disclosing party to no longerbe Confidential Information ; ( ii ) can be shown by the receiving party ’s written records maintained in the ordinarycourse of business to have been, and was, in the possession of the receiving party without any restriction on use ordisclosure prior to its disclosure by the disclosing party ; or ( iii ) is lawfully received by the receiving party from a thirdparty without breach of any obligation of confidentiality to the disclosure hereunder . Information that is Derivative ofConfidential Information is itself Confidential Information . The terms and existence of this Agreement are herebydeemed Confidential Information