definiens: means all information and data provided bythe parties, to each other hereunder in written or other tangible medium andmarked as confidential, or if -2-<PAGE > disclosed orally or displayed, confirmed in writing as confidential withinthirty ( 30 ) days after disclosure, except any portion thereof which : ( a ) is known to the receiving party, as evidenced by thereceiving party 's written records, before receipt thereof under this Agreement ; ( b ) is disclosed to the receiving party by a third personwho is under no obligation of confidentially to the disclosing party hereunderwith respect to such information and who otherwise has a right to make suchdisclosure ; ( c ) is or becomes generally known in the trade through nofault of the receiving party ; ( d ) is independently developed by the receiving party, asevidenced by the receiving party 's written records, without access to suchinformation ; or ( e ) is required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competentjurisdiction ; provided, that the party whose information is to be disclosedshall be notified as soon as possible and the party that is being required todisclose such information shall, if requested by the party whose information isto be disclosed, use reasonable good faith efforts, at the expense of therequesting party, to assist in seeking a protective order ( or equivalent ) withrespect to such disclosure or otherwise take reasonable steps to avoid makingsuch disclosure