definiens: means any business or technical information that is disclosed hereunder by one Party orany of its Affiliates ( the disclosing Party ) to the other Party or any of its Affiliates ( the receiving Party ) . ConfidentialInformation shall include any and all technical and business information, whether written, oral or graphic, thatrepresentatives of either Party may disclose or reveal to the other Party, including but not limited to the LicensedKnow - How, financial plans and records, Information, marketing plans, business strategies and relationships with thirdparties, client lists, present and proposed products, trade secrets, information regarding customers and suppliers, founders, employees and affiliates, that the receiving Party has a reasonable basis to believe is confidential to thedisclosing Party and is treated by the disclosing Party as confidential . Confidential Information shall also include theterms of this Agreement . Samples provided by one Party to the other are understood to be Confidential Information ofthe providing Party . Such Confidential Information shall not include information that : ( a)was known to the receiving Party prior to receipt from the disclosing Party, as documented in writtenrecords or publications that lawfully are in the possession of the receiving Party or known to thereceiving Party prior to such receipt ; ( b)was lawfully available to the trade or to the public prior to receipt from the disclosing Party ; ( c)becomes lawfully available to the trade or to the public after receipt from the disclosing Party throughno act or omission on the part of the receiving Party, its Affiliates or their directors, officers oremployees ; ( d)corresponds in substance to any information received in good faith by the receiving Party from anythird party and which is not subject to confidentiality limitations ; or ( e)is independently developed by an employee or agent of the receiving Party, without reference toinformation received from the disclosing Party subsequent to receipt of such information from thedisclosing Party