definiens: means all non - public materials, information and data concerning the disclosing party and its operations that is disclosed by the disclosing party to the receiving party pursuant to the Confidentiality Agreement, this Agreement, the Joint Development Agreement or the Distribution Agreement, orally or in written, electronic or tangible form, or otherwise obtained by the receiving party through observation or examination of the disclosing party 's operations . Confidential Information includes, but is not limited to, information about the disclosing party 's financial condition and projections ; business, marketing or strategic plans ; sales information, customer lists ; price lists ; databases ; trade secrets ; product prototypes and designs ; techniques, formulae, algorithms and other non - public process information . Notwithstanding the foregoing, Confidential Information of a party shall not include that portion of such materials, information and data that, and only to the extent, the recipient can establish by written documentation : ( a ) is known to the recipient as evidenced by its written records before receipt thereof from the disclosing party, ( b ) is disclosed to the recipient free of confidentiality obligations by a Third Party who has the right to make such disclosure without obligations of confidentiality, ( c ) is or becomes part of the public domain through no fault of the recipient, or ( d ) the recipient can reasonably establish is independently developed by persons on behalf of recipient without the use of the information disclosed by the disclosing party