Acknowledgement and Definition. Packard hereby acknowledges that during Packard’s employment and capacities as the President and Chief Executive Officer of MGT and MCR and as a trustee of the Trust and in other executive capacities with the Company and its subsidiaries and affiliates, Packard has acquired, obtained knowledge or information about and otherwise had access to trade secrets and other information (whether written, oral, electronic or in any other format) that is proprietary, non-public or otherwise confidential to the Company directly or indirectly concerning or relating to the Company, including its assets, properties, liabilities, business, affairs, personnel, condition (financial or otherwise), operations and prospects, including but not limited to technology, know-how, intellectual property, product specifications, formulae, compositions, processes, designs, sketches, photographs, drawings, graphs, samples, inventions, ideas, discoveries, research and development, customers, suppliers, lenders, strategic partners, employees, consultants, representatives, price lists, studies, business plans, strategies, methods, processes computer software and programs (including but not limited to object code and source code), customer requirements, market plans and studies, financial statements, budgets, projections and forecasts, projections, market studies, marketing materials, proposals, lenders, strategic partners, employees, consultants, representatives, and the like (“Confidentiality Information”). Packard further acknowledges that should he become employed by or in any way affiliated with a competitor of the Company, he inevitably would disclose the Confidential Information in the course of providing services to such a competitor.
Acknowledgement and Definition. Consultant acknowledges that Consultant will acquire information and materials from the Company and knowledge about the Company's business, products, techniques, customers, clients and suppliers. Consultant further acknowledges that all such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, are and will be the trade secrets and confidential and proprietary information of Company (collectively, the "Confidential Information"). Confidential Information will not include, however, (i) any information which is or becomes part of the public domain through no fault of Consultant or that the Company regularly gives to third parties without restriction on use or disclosure, (ii) information that is required to be disclosed by judicial or administrative order or otherwise by law, provided however that Consultant shall provide the Company with notice prior to the proposed disclosure and reasonably assist the Company in obtaining a protective order or to otherwise seek to legally prevent disclosure if requested by the Company and the Company agrees to reimburse Consultant for Consultant's reasonable out-of-pocket expenses for that assistance, and (iii) information that is acquired by Consultant from a third party who was not under a confidentiality obligation that benefits the Company.
