definiens: means all proprietary or confidential information, data, know - how, results, trade secrets, teclmiques, inventions, ideas, process, formulas, drawings, or diagrams disclosed by one Party to the other Party in the course of negotiating or performing under this Agreement, whether or not marked or identified as confidential or proprietary, and GWM 's Confidential Information shall include all of [COMPANY] Sciences, Inc. as defined in and disclosed to PPG 's predecessor in interest pursuant to the Confidential Disclosure Agreement made and effective as of January 1, 1998 by and between [COMPANY] Sciences, Inc. and PPG - Sipsy ( as successor in interest to Sipsy Chimie Fine S.C.A. ), except for any such information that ( i ) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available ; ( ii ) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records ; ( iii ) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure ; or ( iv ) is independently developed by the receiving Party without reference to such Confidential Information, as shown by independent, contemporaneous, written records . During the term of this Agreement, [ and for a period of five ( 5 ) years thereafter ], each Party will maintain all Confidential Information of the other Party received by it under this Agreement in confidence and, without prior written permission of the other Party, shall not disclose any such Confidential Information of the other Party to any third party or use any such Confidential Information for any purposes or to an extent other than as necessary or permitted for performance under this Agreement . The Parties shall disclose Confidential Information of the other Party only to its employees, agents, consultants, affiliates, or sublicensees who need such information for perfonnance under this CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED