definiens: means know - how, trade secrets, and unpublished information disclosed ( whether beforeor during the term of this Agreement ) by one of the parties ( the ) to the other party ( the ) orgenerated under this Agreement, excluding information which : ( a ) was already in the possession of receiving party prior to its receipt from the disclosing party ( providedthat the receiving party is able to provide the disclosing party with reasonable documentary proof thereof and, if receivedfrom a third party, that such information was acquired without any party ’s breach of a confidentiality or non - disclosureobligation to the disclosing party related to such information ) ; ( b ) is or becomes part of the public domain by reason of acts not attributable to the receiving party ; ( c ) is or becomes available to receiving party from a source other than the disclosing party which source, hasrightfully obtained such information and has no obligation of non - disclosure or confidentiality to the disclosing partywith respect thereto ; or ( d ) has been independently developed by the receiving party without breach of this Agreement or use of anyConfidential Information of the other party