definiens: shall mean any and all proprietary or confidential information of TSRI or Licensee that such party ( the ) d iscloses to the other party ( the ) in connecti on with this Agreement prior to the Effective Date or during the term of this Agreement . The provisions of this Agre ement shall be considered the Confidential Informat ion of both parties . Information shall not be considered confid ential to the extent that the Receiving Party can e stablish by competent proof that such information : ( a)is or becomes publicly available through no faul t of the Receiving Party ; ( b)was known to the Receiving Party prior to the Ef fective Date, which knowledge was acquired independently and not from the Disclosing Party ( or the Disclosing Party 's employees ) ; or ( c)is disclosed to the Receiving Party in good fait h by a third party who is not under any obligation to maintain the confidentiality of s uch information, and without breach of this Agreeme nt by the Receiving Party ; or ( d)is independently discovered or developed by the Receiving Party without use of the Disclosing Party ’s Confidential Information