premise: 2. The term “Confidential Information” does not include any information which  (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by you or your Representatives in breach of this Agreement),  (b) was available to you or your Representatives on a non-confidential basis prior to disclosure by the Company,  (c) becomes available to you or your Representatives on a non-confidential basis from a Person who is not known by you or your Representatives (as applicable) to be bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to you or your Representatives (as applicable), or  (d) is or was independently developed by you or your Representatives without reference to, incorporation of, or other use of any Confidential Information.