definiens: shall mean, with respect to a party, all information ( and all tangible and intangible embodiments thereof ), which is owned or controlled by such party, is disclosed by such party to the other party pursuant to this Agreement or the binding Term Sheet, dated June 26, 2001, and ( if disclosed in writing or other tangible medium ) is marked or identified as confidential at the time of disclosure 1 NY ! 744296v2 to the receiving party or ( if otherwise disclosed ) is identified as confidential at the time of disclosure to the receiving party or described as such in writing within thirty ( 30 ) days after such disclosure . Notwithstanding the foregoing, Confidential Information of a party shall not include information which, and only to the extent, the receiving party can establish by written documentation ( a ) was known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party ; ( b ) was or becomes generally available in the public domain, without the fault of the receiving party ; ( c ) has been received by the receiving party at any time from a source, other than the disclosing party, rightfully having possession of and the right to disclose such information free of confidentiality obligations ; ( d ) becomes otherwise known by the receiving party free of confidentiality obligations prior to disclosure of such information by the disclosing party to the receiving party ; or ( e ) has been independently developed by empl0yees or others on behalf of the receiving party without access to or use of such information disclosed by the disclosing party to the receiving party ( each of the foregoing exceptions being referred to herein as a )