premise: 1. References to "Confidential Information" mean all knowledge, information or materials whether of a technical or financial nature or otherwise relating to the business or affairs of the Parties (including without limitation any subsidiary or affiliated entity thereof), including all memoranda, notes, analyses, compilations, studies and other materials prepared by or for the receiving party which contain or reflect such knowledge, information or materials, which is provided or disclosed by the disclosing party to the receiving party in connection with the Opportunity and identified at the time of such disclosure as being confidential; provided that Confidential Information shall not include: (a) information which the receiving party can demonstrate was known to the receiving party prior to disclosure by the disclosing party; (b) information which is in the public domain or which enters the public domain other than as a result of a breach of this Agreement; or (c) information that the receiving party independently develops or independently becomes aware of from a third party without, to the knowledge of the receiving party, a duty of confidentiality to the disclosing party.