definiens: means : ( i ) all information and materials ( of what ever kind and in whatever form or medium ) disclosed by or on behalf of a Party to the other Party ( or its designee ) in connection with this Agreement, whether prior to or during the term of this Agreement and whether provided orally, electronically, visually, or in writing ; provided t hat all such information and materials initially di sclosed in writing or electronically shall be clearly marked as and all such materials and information ini tially disclosed orally shall be reduced to writing and ma rked as within ten ( 10 ) days followi ng the date of initial oral disclosure ; ( ii ) all copies of the information and materials described in ( i ) abo ve ; and ( iii ) the existence and each of the terms and conditions of t his Agreement ; provided further that Confidential I nformation shall not include information and materials to the extent a Party can demonstrate through its contempo raneous written records that such information and materials are or have been : ( a ) known to the receiving Party, or in th e public domain, at the time of its receipt by a Party, or which thereafter becomes part of the publ ic domain other than by virtue of a breach of this Agreement or the obligations of confidentiality under this Agree ment ; ( b ) received without an obligation of conf identiality from a Third Party having the right to disclose without restrictions such information ; ( c ) independently developed by the receivi ng Party without use of or reference to Confidential ( d ) Information disclosed by the other Par ty ; or ( e ) released from the restrictions set for th in this Agreement by the express prior written consent of the disclosing Party