definiens: means, with respect to each Party, all Know - How or other information, including proprietary informationand materials ( whether or not patentable ) regarding or embodying such Party ’s or its Representatives ’ technology, products, businessinformation or objectives, that is communicated by or on behalf of the Disclosing Party to the Receiving Party or its permitted recipients, on orafter the Effective Date, but only to the extent that : ( a ) such Know - How or other information in written form is marked in writing as at the time of disclosure, ( b ) such Know - How or other information disclosed orally or in non - tangible form is identified by theDisclosing Party as at the time of disclosure or within 30 days thereafter, or ( c ) such Know - How or other information ( regardlessof the form of disclosure ) is disclosed in circumstances of confidence or would be understood by the Parties, exercising reasonable businessjudgment, to be confidential . Confidential Information does not include any Know - How or other information to the extent the Receiving Partycan demonstrate by competent proof that such Know - How or other information ( a ) was already known by the Receiving Party ( other thanunder an obligation of confidentiality to the Disclosing Party ) at the time of disclosure by or on behalf of the Disclosing Party, ( b ) was generallyavailable to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party, ( c ) became generallyavailable to the public or otherwise part of the public domain after its disclosure to the Receiving Party, other than through any act or omissionof the Receiving Party in breach of its obligations under this Agreement, ( d ) was disclosed to the Receiving Party, other than under anobligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to the ReceivingParty or ( e ) was independently discovered or developed by or on behalf of the Receiving Party without the use of any Confidential Informationbelonging to the Disclosing Party . The terms and conditions of this Agreement will be considered Confidential Information of both Parties