definiens: means, with respect to a Disclosing Party, all information of any kindwhatsoever ( including compilations, data, materials, drawings, formulae, models, patent disclosures, inventions, procedures, processes, financial projections, market projections, protocols, results of experimentation and testing, product samples, specifications, strategies, and techniques ), and all tangible and intangible embodiments thereof ofany kind whatsoever ( including apparatus, compositions, documents, drawings, machinery, unpublished patentapplications, records, reports ), which are marked or otherwise identified as at the time of disclosure tothe Receiving Party or that, due to the nature of its subject matter or circumstances surrounding its disclosure, wouldreasonably be understood to be confidential or proprietary . Confidential Information includes the terms and existenceof this Agreement . Notwithstanding the foregoing, information shall not be considered Confidential Information if theReceiving Party establishes such information : ( a ) has been publicly known prior to disclosure by the Disclosing Party;(b ) has become publicly known, without fault of the Receiving Party, subsequent to the disclosure of such informationby the Disclosing Party ; ( c ) has been received by the Receiving Party at any time, from a source other than theDisclosing Party, and such source rightfully has possession of and the right to disclose such information to theReceiving Party ; ( d ) is otherwise known by the Receiving Party prior to the disclosure of such information by theDisclosing Party ; or ( e ) has been independently developed by or on behalf of Personnel of the Receiving Party withoutaccess to or use of such information disclosed by the Disclosing Party