definiens: shall mean means all information disclosed by or on behalf ofone party ( in such capacity, ) to the other party ( in such capacity the ) orDisclosing Party ’s Agents that is marked or identified as or ( or similar legend ) or is of sucha nature that would be readily recognized by a reasonable person to be proprietary or confidential to Disclosing Party;provided, however, that shall exclude any such information that the Receiving Party is ableto demonstrate by written evidence : ( i ) was rightfully known to Receiving Party without restriction on use or disclosurebefore receipt from Disclosing Party ; ( ii ) is or becomes generally available to the public through no fault of ReceivingParty or its affiliates or any of their representatives ; ( iii ) is obtained by Receiving Party from a Third Party having alawful right to make such disclosure free from any obligation of confidentiality or non - use to Disclosing Party ; or ( iv ) isindependently developed by or for Receiving Party without reference to or use of any Confidential Information ofDisclosing Party as evidenced by contemporaneous written records