definiens: shall mean all know - how, trade secrets and other proprietary or confidential infor mation of a disclosing Party or held by the disclos ing Party under an obligation of confidentiality to a Third P arty, which may be disclosed from one Party to the other Party at any time and from time to time during the term o f this Agreement . shall include the terms of this Agreement as well as any propriet ary or confidential information that is jointly own ed by the Parties . Information shall not be considered Confid ential Information to the extent such information : 2 ( a ) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records ; ( b ) is properly in the public domain ; ( c ) is subsequently disclosed to the receiving Part y by a Third Party who may lawfully do so and is no t under an obligation of confidentiality to the disclosing Par ty ; or ( d ) is developed by the receiving party independent ly of Confidential lnformation received from the di sclosing Party, as documented by research and development re cords