definiens: shall mean all proprietary and confidential information of a Party, including, without limitation, trade secrets, technical information, business information, sales and forecast and launch information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, product development plans, discoveries, software, know - how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other Party has access to or receives and which, if disclosed in writing, is marked as and which if disclosed verbally is indicated as being confidential prior to disclosure and confirmed in writing as being confidential within seven ( 7 ) Business Days after disclosure ; provided, however, that the term Confidential Information does not include information that ( a ) is or becomes publicly available through no fault of the receiving Party ; ( b ) was already known to the receiving Party at the time it was disclosed to the receiving Party, as evidenced by competent records of the receiving Party ; ( c ) is independently developed by or on behalf of the receiving Party without reference or access to Confidential Information received hereunder, as evidenced by competent records of the receiving Party ; or ( d ) is received from a Third Party who is under no obligation of confidentiality to the disclosing Party