definiens: means : ( a ) all information and materials in tangi ble form, which includes electronic transmissions, disclosed and ma rked as proprietary or confidential by the party di sclosing the same ( ) at such time as it is delivered to the other par ty ( ) ; and ( b ) all information disclosed orally hereunder which is ide ntified as confidential or proprietary when disclos ed to Receiving Party and such is confirmed in writing wi thin thirty ( 30 ) days by the Disclosing Party . Conf idential Information that is not a Trade Secret shall not in clude information that : ( i ) through no act or omiss ion of the Receiving Party or anyone accessing Confidential In formation therefrom, is or becomes part of the publ ic domain ; ( ii ) was or becomes lawfully available on a non - confidential basis to the Receiving Party as e videnced by written records ; or ( iii ) is shown by written re cords of the Receiving Party to have been independe ntly developed by or for the Receiving Party without acc ess to or knowledge of the Confidential Information of the Disclosing Party