definiens: means any and all proprietary nonpublic information, knowledge, data, and all othercontent and materials belonging to either Party hereto and disclosed or provided to the other Party either directly or indirectly in any manner whatsoever, including, without limitation, in writing, orally, electronically, in all types of hard drives, disks, diskettes, computer memory or storage, or other media, orby drawings or inspection of physical items, and whether or not modiﬁed or merged into other materials . Conﬁdential Information disclosed under thisAgreement shall be used by the receiving Party and its employees only for purposes of performing the receiving Party ’s obligations hereunder . EachParty agrees that it will not reveal, publish or otherwise disclose the Conﬁdential Information of the other Party to any third party without the prior writtenconsent of the disclosing Party . Each Party agrees that it will not disclose the terms of this Agreement to any third party without the written consent of theother Party, which shall not unreasonably be withheld . These obligations of conﬁdentiality and nondisclosure shall remain in eﬀect for a period of oneyear after the completion or termination of this Agreement . The foregoing obligations shall not apply to Conﬁdential Information to the extent that it : ( a ) isor becomes generally available to the public other than as a result of a disclosure by the receiving Party ; ( b ) becomes available to the receiving Party ona non - conﬁdential basis from a source which is not prohibited from disclosing such information ; ( c ) was developed independently of any disclosure bythe disclosing Party or was known to the receiving Party prior to its receipt from the disclosing Party, as shown by contemporaneous written evidence ; or,(d ) is required by law or regulation to be disclosed