definiens: means all proprietary information and data of a financial, commercial or technical nature ( including such information or data of or relating to a Third Party ) that the disclosing Party or any of its Affiliates has supplied or otherwise made available to th e other Party or its Affiliates, which are disclosed in writing or, if disclosed orally, summarized in writing and provided to the receiving Party after disclosure . The existence, terms and provisions of this Agreement shall be considered the Confidential Information of each Party . Confidential Information shall not include information that : ( a ) is, at the time of disclosure or becomes, after the time of disclosure, known to the public or part of the public domain through no breach of this Agreement by the receiving Party or any Recipients to whom it disclosed such information ; ( b ) was known to, or was otherwise lawfully in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party ; ( c ) is disclosed to the receiving Party on a non -confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party ; or ( d ) is independently developed by or on behalf of the receiving Party or any of its Affiliates, as evid enced by its written records, without use or access to the Confidential Information