premise: 1.1 "confidential information" – is information which is confidential to FP and includes but is not limited to: 1.1.1 any information in respect of know-how, formulae, statistics, processes, systems, business methods, marketing, trading and merchandising methods and information, promotional and advertising plans and strategies, financial plans and models, inventions, long-term plans, research and development data, user or consumer data and profiles, ideas, computer programmes, drawings and any other information of a confidential nature of FP, in whatever form it may be; 1.1.2 the contractual business and financial arrangements between FP and other Parties with whom it has business arrangements of whatever nature; 1.1.3 all information peculiar to FP that is not readily available to a competitor of FP in the ordinary course of business; 1.1.4 the fact of and content of the discussions between the Parties referred to in 2.1 below as well as the existence and content of this agreement and any other agreement that the Parties hereto might conclude; 1.1.5 all other matters of a confidential nature that relate to FP's business; 1.1.6 generally, information that is disclosed in circumstances of confidence or would be understood by the Parties, exercising reasonable business judgement, to be confidential; but does not include information that 1.1.7 is or hereafter becomes part of the public domain, otherwise than as a result of a breach or default of the SP or of a representative or affiliate of the SP; 1.1.8 can be shown to have been lawfully in the possession of the SP or its affiliates prior to its disclosure and is not subject to an existing agreement between the Parties or any of its affiliates; 1.1.9 is acquired by a party or its affiliates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly under a confidentiality obligation from FP or its affiliates; 1.1.10 is acquired or developed by a party or its affiliates independently of the other party and in circumstances which do not amount to a breach of the provisions of this agreement;