definiens: shall mean any information or compilation of information of one of the Parties ( the ) which it discloses to the other Party ( the ) that is not generally known to thepublic, including trade secrets and know - how, whether disclosed or generated during the Term of this Agreement, excluding information which : ( a ) was already in the possession of the Receiving Party prior to the Receiving Party ’s receipt fromthe Disclosing Party ( provided that the Receiving Party is able to provide the Disclosing Party withreasonable proof thereof ) ; ( b ) is or becomes known to the public by reason of acts not attributable to the Receiving Party ; 25 ( c ) is or becomes available to the Receiving Party from a source other than the Disclosing Partywhich source has rightfully obtained such information and has no obligation of non - disclosure orconfidentiality ( directly or indirectly ) to the Disclosing Party with respect thereto ; or ( d ) has been independently developed by the Receiving Party without breach of this Agreement oruse of any Confidential Information of the Disclosing Party ( provided that the Receiving Party isable to provide the Disclosing Party with reasonable proof thereof if requested )