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, onor after the Execution Date, but only to the extent that : ( a ) such Know - How or other 5information in written form is marked in writing as at the time of disclosure, ( b ) such Know - How or other information disclosedorally or in non - tangible form is identified by the Disclosing Party as at the time of disclosure or within 30 days thereafter, or(c ) such Know - How or other information ( regardless of the form of disclosure ) is disclosed in circumstances of confidence or would beunderstood by the Parties, exercising reasonable business judgment, to be confidential . Confidential Information does not include anyKnow - How or other information to the extent the Receiving Party can demonstrate by competent proof that such Know - How or otherinformation ( a ) was already known by the Receiving Party ( other than under an obligation of confidentiality to the Disclosing Party ) at thetime of disclosure by or on behalf of the Disclosing Party, ( b ) was generally available to the public or otherwise part of the public domain atthe time of its disclosure to the Receiving Party, ( c ) became generally available to the public or otherwise part of the public domain after itsdisclosure to the Receiving Party, other than through any act or omission of the Receiving Party in breach of its obligations under thisAgreement, ( d ) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligationto the Disclosing Party not to disclose such information to the Receiving Party or ( e ) was independently discovered or developed by or onbehalf of the Receiving Party without the use of any Confidential Information belonging to the Disclosing Party . The terms and conditions ofthis Agreement will be considered Confidential Information of both Parties . Joint Know - How shall be deemed Confidential Information ofeither Party and either Party shall be deemed the Receiving Party in respect of Joint Know - How