definiens: means information r eceived ( whether disclosed in writing, machine readable form, orally or by o bservation ) by one Party ( the ) from the other Party ( the ) that the Receiving Party has a reasonable basis to beli eve is confidential to the Disclosing Party or is treated by the Disclosi ng Party as confidential, unless such information : ( a ) was known to the Receiving Party or i ts Affiliates prior to receipt from the Disclosing Party, as document ed in written records or publications, that lawfully are in the possess ion of the Receiving Party or its Affiliates ; ( b ) was lawfully available to the trade o r to the public prior to receipt from the Disclosing Party ; ( c ) becomes lawfully available to the tra de or to the public after receipt from the Disclosing Party through no a ct on the part of the Receiving Party or its Affiliates ; ( d ) is obtained by the Receiving Party or its Affiliates from any Third Person without an obligation of confiden tiality ; or ( e ) is independently developed by an empl oyee, contractor or agent of the Receiving Party or its Affiliates, subsequ ent to and without access or reference to the information received from the Disclosing Party, as demonstrated by contemporaneous written record s