definiens: shall mean any and all information or material, whether oral, visual, in writing or in any other form, that, at any time before or after the Effective Date, has been or is provided, communicated or otherwise made known to the receiving Party by or on behalf of the disclosing Party pursuant to this Agreement or in connection with the transactions contemplated hereby or any discussions or negotiations with respect thereto, including the terms of this Agreement . Confidential Information shall not include any information that : ( a ) is now, or hereafter becomes, generally available to the public through no wrongful act, fault or negligence on the part of the receiving Party ( or its employees, agents or contractors ) ; ( b ) was already in the possession ofthe receiving Party without restriction as to confidentiality at the time of disclosure as evidenced by competent written records ; ( c ) is subsequently received by the receiving Party from a Third Party who is not bound by any obligation of confidentiality with respect to said information ; ( d ) has been published by a Third Party or otherwise enters the public domain through no fault of the receiving Party in breach of this Agreement ; or ( e ) was independently developed by or for the receiving Party without reference to the disclosing Party 's Confidential Information as evidenced by competent written records