definiens: of a Party, means ( i ) confidential or proprietary information ormaterials relating to the business, operations, technology or products of a Party or any of itsAffiliates, including any know - how, that such Party discloses to the other Party under thisAgreement, or otherwise makes available to the other Party under this Agreement, and ( ii ) theterms of this Agreement ; provided that Confidential Information shall not include information that:(a)is or becomes generally available to the public other than as a result ofdisclosure by the recipient in breach of this Agreement;(b)is already known by or in the possession of the recipient at the time of disclosureby the disclosing Party;(c)is independently developed by recipient without use of or reference to thedisclosing Party ’s Confidential Information ; or(d)is obtained by recipient from a Third Party that has not breached any obligationsof confidentiality to the disclosing party