definiens: means any and all informat ion disclosed to orobtained by Recipient pursuant to or in connection with the n egotiation, execution, delivery andperformance of this Agreement or the consummation of the tra nsactions contemplated hereby andany and all infonnation regarding, related to, or associate d with any or all elements of thisAgreement, including the PR Product or each Party 's operati ons, that is disclosed by the DisclosingParty to the Recipient ; p r o v i d e d, h o w e v e r, that Confidential Information will not include informatio nwhich : ( a ) at the time of disclosure is in the public domain ; ( b ) after disclosure becomes part of thepublic domain, except through breach of this Agreement ; ( c ) the Recipient can demonstrate byreasonable proof was in its possession prior to the time of di sclosure by the Disclosing Partyhereunder, and was not acquired directly or indirectly from the Disclosing Party ; ( d ) the Recipientcan demonstrate by reasonable proof was developed by or on be half of Recipient independent of andwithout reference to the Disclosing Party 's Confidential I nformation ; or ( e ) becomes available toRecipient from a Third Party who did not acquire such informa tion directly or indirectly from theDisclosing Party and who is not otherwise prohibited from di sclosing such information