definiens: means, with respect to a Party ( such Party, the ), all non -public information of any kind whatsoever ( including data, software, materials, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies, and techniques ), and all tangible and intangible embodiments thereof of any kind whatsoever ( including materials, samples, apparatus, compositions, documents, drawings, machinery, patent applications, records and reports ), that are disclosed by or on behalf of the Disclosing Party to the other Party or its Affiliates or Representatives ( such other Party, the ), including any and all copies, replications or embodiments ther eof . The Confidential Information included within the Purchased Assets, as acquired by Cumberland pursuant to this Agreement ( to the extent relating solely to the Purchased Assets and not to any other business, asset or activity of [COMPANY] or its Affiliates, including, with respect to the Excluded Assets ), shall, immediately following the Closing, be the Confidential Information of Cumberland, and Cumberland shall be deemed the Disclosing Party and [COMPANY] and its Affiliates the Receiving Party of such Confiden tial Information regardless of the origination of such Confidential Information . Confidential Information of a Disclosing Party shall not include information that the Receiving Party can establish by competent proof ( a ) to have been publicly known prior to disclosure of such information by the Disclosing Party to the Receiving Party, as evidenced by written records or similar proof, ( b ) to have become publicly known, without fault on the part of the Receiving Party, subsequent to disclosure of such informat ion by the Disclosing Party to the Receiving Party, as evidenced by written records or similar proof, ( c ) to have been received by the Receiving Party free of an obligation of confidentiality from a source rightfully having possession of and the right to d isclose such information free of an obligation of confidentiality, as evidenced by written records or similar proof, ( d ) to have been otherwise known by the Receiving Party free of an obligation of confidentiality prior to disclosure of such information by the Disclosing Party to the Receiving Party, as evidenced by written records or similar proof, or ( e ) to have been independently developed by employees or agents of the Receiving Party without the use of Confidential Information of the Disclosing Party, a s evidenced by written records or similar proof