Confidential Information Shall mean any non-public information provided in any format (written, printed, digital, electronic, or disclosed in any other medium) including but not limited to financial data, market information, customer information, business strategies, sales strategies, know-how, prototypes, development plans, pricing, copyrights, systems, techniques, or any other information that reasonably would be considered confidential or sensitive whether or not so marked or identified by the disclosing Party as confidential at the time of disclosure. Confidential Information does not include:
- Information, thru no breach of this agreement by Recipient, becomes published or otherwise publicly available
- Received by Recipient via a Third Party without restriction on disclosure or breach of a subsequent Mutual Non-Disclosure Agreement
- Was independently developed by Recipient by personnel who had no access or exposure to Confidential Information as governed by this agreement
- Released by Discloser to any Third Party without imposing similar restrictions on its use
- The burden of proof of exclusion to Confidential Information rests solely with the Recipient.
