definiens: The term shall mean information received ( whether disclosed in writing, machine readable form, orally or by observation ) by one Party ( the ) ﬁ'om the other Party ( the ) that the Receiving Party has a reasonable basis to believe is conﬁdential to the Disclosing Party or is treated by the Disclosing Party as conﬁdential, unless such information : ( a ) was known to the Receiving Party or its Afﬁliates prior to receipt from the Disclosing Party, as documented in written records or publications, that lawfully are in the possession of the Receiving Party or its Afﬁliates ; ( b ) was lawfully available to the trade or to the public prior to receipt ﬁ'om the Disclosing Party ; ( c ) becomes lawfully available to the trade or to the public after receipt from the Disclosing Party through no act on the part of the Receiving Party or its Affiliates ; ( d ) is obtained by the Receiving Party or its Afﬁliates from any Third Party without an obligation of conﬁdentiality ; or ( e ) is independently developed by an employee, contractor or agent of the Receiving Party or its Afﬁliates, subsequent to and without access or reference to the information received from the Disclosing Party, as demonstrated by contemporaneous written records