definiens: means the terms and provisions of this Agreement and anyconfidential information concerning the Purchased Assets, the Assumed Liabilities or the Business or, to theextent disclosed in connection with this Agreement or the Ancillary Documents or the transactions contemplatedhereby or thereby, Buyer or its Affiliates that is not generally available to the public, including Trade Secrets, customer lists, details of customer or consultant contracts, pricing policies, operational methods and marketingplans or strategies, and any information disclosed to Seller or Buyer or their respective Affiliates by third parties tothe extent that they have an obligation of confidentiality in connection therewith ; provided, however, thatConfidential Information shall not include any information which ( a ) at the time of disclosure, is generally availablepublicly and was not disclosed in breach of this Agreement by Seller or its Representatives or ( b ) is lawfullyacquired by Seller or Buyer, any of their respective Affiliates, or any of their respective Representatives from andafter the Closing from sources that are not prohibited from disclosing such information by a legal or contractualobligation