definiens: shall mean any and all non -public, confidential or proprietary information that, with respect to Buyer, is related to the Purchased Assets or the operations of Buyer and its respective Affiliates, and with respect to Seller, is related to the operations of Seller and its Aff iliates, and that the disclosing party or its representatives have made available to the receiving party or its representatives, other than information that ( i ) is, at the time of disclosure to the receiving party, already in the receiving party ’s possessi on ; ( ii ) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its representatives ; ( iii ) becomes available to the receiving party on a non - confidential basis from a source other than the disclosing party or their representatives, provided that such source is not bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party ; or ( iv ) is independently developed by the receiving party