definiens: shall mean any and all proprietary orconfidential information of TSRI or Company that such party ( the ) discloses to the other party ( the ) at any time and from time to time during the term of this Agreement . In addition, Confidential Informationof a party shall include any and all proprietary or confidential information of such party that it disclosed to the other partyprior to the Effective Date pursuant to the Option Agreement . This Agreement, including its terms and conditions, shall beconsidered Confidential Information of both parties . Information shall not be considered confidential to the extent that thereceiving party can establish by competent proof that it : ( a ) Is publicly disclosed through no fault of the receiving party, either before or after it becomes knownto the receiving party ; or ( b ) Was known to the receiving party prior to the date of this Agreement, which knowledge wasacquired independently and not from the disclosing party ( or such party ’s employees ) ; or ( c ) Is subsequently disclosed to the receiving party in good faith by a third party who is not under anyobligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving party ; or ( d ) Has been published by a third party as a matter of right