definiens: means know - how, trade secrets, and unpublished information disclosed ( whetherbefore or during the term of this Agreement ) by one of the parties ( the ) to the other party ( the ), and which is marked as proprietary or confidential as provided below, excluding information that : ( a ) was already in the possession of receiving party prior to its receipt from the disclosing party ( providedthat the receiving party is able to provide the disclosing party with reasonable documentary proof thereof ) ; ( 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 whichsource, to the best of receiving party 's knowledge, has rightfully obtained such information and has noobligation of nondisclosure or confidentiality to the disclosing party with respect thereto ; ( d ) is made available by the disclosing party to a third party unaffiliated with the disclosing party on anunrestricted basis ; ( e ) is independently developed by the receiving party completely without reference to any ConfidentialInformation of the disclosing party, as evidenced by the receiving party 's written records ; or ( f ) has been or must be publicly disclosed by reason of legal, accounting or regulatory requirementsbeyond the reasonable control, and despite the reasonable efforts, of the receiving party