definiens: shall mean any and all proprietary or confidentialinformation disclosed by or on behalf of one Party ( the ) to the other Party ( the ) at anytime and from time to time during the term of this Agreement . The provisions of this Agreement shall be considered theConfidential Information of both parties . Information disclosed by or on behalf of a Disclosing Party shall not be consideredConfidential Information of such Party to the extent that the Receiving Party can establish by competent proof that suchinformation:(a ) is publicly available through no fault of the Receiving Party, either before or after it becomes known to theReceiving Party;(b ) was known to the Receiving Party prior to the date of this Agreement, which knowledge was acquiredindependently and not from the Disclosing Party ( or the Disclosing Party ’s employees);(c ) is subsequently disclosed to the Receiving Party in good faith and without obligation of confidentiality by athird party who is not under any obligation to maintain the confidentiality of such information, and without breach ofthis Agreement by the Receiving Party ; or(d ) is independently developed by the Receiving Party ’s employees who have not had access to the DisclosingParty ’s Confidential Information and without use or benefit of Disclosing Party ’s Confidential Information