definiens: means ( a ) the terms and conditions of this Agreement . ( b ) any information . in whatever form . designated by a Party ( ' ) in writing as confidential, proprietary or mmked with words of like import ' .' . Ihen provided to the other Party ( ) ; and ( c ) information orally conveyed if the Disclosing Party states at the time of the oral conveyance or promptly thereafter that such information is Confidential . and such statement of confidentiality is specifically conlinned in writing within fifteen ( 15 ) days of such oral conveyance . or is disclosed under circumstances in which the Receiving Party knew or reawnably should have known \~as contidentiaL 10.2 Exclusions . Confidential Information shall not include information which : ( a ) at or prior to the time of disclosure was known to the Receiving Party through lawful means or through act of a third pany that \\as not known hy the Receiving Party to be unauthorized ; ( b ) at or after the time at \\hich the disclosure by the Disclo"ing Party becomes generally available to the public through no act or omission on the Receiving Party 's part ; ( c ) is proven in record to he developed by the Receiving Party independent oj " an : y ConJidential Information it receives from the Disclosing Party or ( d ) the Receiving Party lawfully receive " from a third person free to make such disclosure without breach orany legal obligation