Definition and Exceptions. “Proprietary Information” includes, but is not limited to, any information, data or other material of a Party hereto, regardless of form, whether oral or written, relating to, referring to, or evidencing any technology, processes, designs, patent applications, computer programs, supplier or customer lists, or any other financial or business information of one Party, provided, however, the term “Proprietary Information” does not include any such information, data or other material if the same is:
a. In the public domain or later enters the public domain other than through breach of this Agreement by its recipient;
b. Known to the other Party at the time of receipt as can be proved by the other Party by a written document dated prior to such time of receipt;
c. Publicly disclosed by a Third Party, with the prior written approval of the first Party, who received such information from the first Party;
d. Was independently developed by a the receiving Party without reference or knowledge of any Proprietary Information; or
e. Known to the other Party lawfully from a source other than the first Party as can be proved by the other Party by a written document.
Definition and Exceptions. For purposes of this Agreement, information shall be considered confidential if it is of a type generally understood to be confidential, or if the disclosing party specifically notifies the recipient party in writing, whether by labeling materials reflecting such information as “CONFIDENTIAL” or otherwise unambiguously informing the recipient party (hereinafter, “Confidential Information”). Such Confidential Information includes, but is not limited to, research, product plans, products, services, customers, markets, ideas, concepts, discoveries, techniques, specifications, methodologies, models, flow charts, data, software, developments, inventions, processes, designs, drawings, marketing plans, sales information, and financial information, and any information that constitutes a trade secret under the Uniform Trade Secrets Act or similar laws. Notwithstanding the foregoing, Confidential Information shall not include information that (i) is already known to the recipient as shown by written records in its possession at the time such information is received; (ii) is already part of the public domain at the time of disclosure, or subsequently becomes part of the public domain through no fault of the recipient; (iii) is obtained on a non-confidential basis from a third party who lawfully disclosed the same to the recipient; or, (iv) is independently developed by an employee or consultant of the recipient who had no knowledge of or access to the information.
Definition and Exceptions
