definiens: shall mean anyand all proprietary information of TSRI or Sponsor which may be exchanged between the partiesat any time and from time to time during the term hereof . shall includeinformation of the disclosing party that the disclosing party would consider confidential orproprietary under the circumstances . The fact that a party may have marked or identified asconfidential or proprietary any specific information shall be indicative that such party believessuch information to be confidential or proprietary, but the failure to so mark information shall notconclusively determine that such information was or was not considered confidential informationby such party . Information shall not be considered confidential to the extent that it:(a ) Is publicly disclosed through no act or omission of the receiving party, either before or after it becomes known to the receiving party ; or(b ) Was known to the receiving party prior to the date of this Agreement asdemonstrated by competent evidence, which knowledge was acquired independently and notfrom the other party hereto ( including such party ’s employees ) ; or(c ) Is subsequently disclosed to the receiving party in good faith by a thirdparty who has a right to make such disclosure ; or(d ) Has been published by a third party as a matter of right ; or(e ) Is independently developed by the receiving party without reference to, aid from or reliance on the Confidential Information of the disclosing party as demonstrated bycompetent evidence