definiens: means know - how, trade secrets, unpublished information, scientific and technical information, inventions, methods, plans, processes, characteristics, data, business plans and the like disclosed ( whether before or during the term of this Agreement ) by one ofthe parties ( the ) to the other party ( the ) or generated under this Agreement or the other Transaction Documents, excluding information which : ( a ) was already in the possession of receiving party prior to its receipt from the disclosing party ( provided that the receiving party is able to provide the disclosing party with reasonable documentary proof thereof and, if received from a third party, that such information was acquired without any party 's breach of a confidentiality or non­disclosure obligation to the disclosing party related to such information ) ; ( b ) is or becomes part of the public domain by reason of acts not attributable to the receiving party ; ( c ) is or becomes available to receiving party from a source other than the disclosing party which source, has rightfully obtained such information and has no obligation of non - disclosure or confidentiality to the disclosing party with respect thereto ; or ( d ) has been independently developed by the receiving party without breach of this Agreement or use of any Confidential Information of the other party