definiens: means any proprietary or confidential information communicated by or on behalf of one Party ( or any of its Affiliates ) to the other Party ( or any of its Affiliates ) in connection or relating to this Agreement ( including discussions and negotiations relating hereto ), whether communicated prior to, on, or following the Effective Date, including the Technology and financial, marketing, business, technical and scientific information or data, information related to a Party 's compensation of its Sales Representatives, information contained within any Commercial Plan or Base Brand A&P Budget, and the information exchanged pursuant to this Agreement, whether communicated in writing, orally or electronical1y, For the avoidance of doubt, the commercial data and information generated by each Party in connection with its activities under this Agreement are the Proprietary Intonnation of that Party, the terms of this Agreement are the Proprietary Information of both Parties, and training materials provided by [COMPANY] to [COMPANY] are the Proprietary Information of As tell as ( in each case, subject to the exceptions below ), Proprietary Information shall not include information that the receiving Party can show through written documentation : ( a ) at the time ofdisc1osure, is publicly known ; ( b ) after the time of disclosure, becomes part of the public domain, except by breach of an agreement between the disclosing Party or any Affiliate thereof and the receiving Party or any Affiliate thereof ; ( c ) is or was in the possession of the receiving Party or any Affiliate thereof at the time of disclosure by the disclosing Party and was not acquired directly or indirectly from the disclosing Party or any Affiliate thereof or from any Third Party under an agreement of confidentiality to the disclosing Party or any Affiliate thereof ; and ( d ) is or was developed by the receiving Party or its Affiliates without use of or reference to the other Party 's Proprietary Information