premise: As used in this Agreement, "CONFIDENTIAL INFORMATION" means all information disclosed by Premisys or its agents to Recipient (or to Recipient's attorneys, accountants or other professional advisors, collectively, its "REPRESENTATIVES") in connection with the Business Purpose, including without limitation, information regarding Premisys' products, computer software, technology, agreements, customers, suppliers, financial condition, business plans or strategies and also includes all information contained in any notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished by Premisys or its agents; PROVIDED, HOWEVER, that Confidential Information will NOT include information that: (a) is as of the Effective Date, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or readily ascertainable through proper means to persons knowledgeable in the relevant industry; (b) was acquired by Recipient by proper means without restriction as to use or disclosure BEFORE receiving such information from Premisys; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; or (d) was independently developed by Recipient without use of Premisys' Confidential Information.