Definition of Confidential Material. For purposes of this letter agreement, “Confidential Material” means any and all (i) information (in any form or medium of communication, whether written, oral, electronic or magnetic) concerning the Company or its business or affairs (whether or not prepared by the Company, its Representatives or otherwise and irrespective of whether any such information is labeled or otherwise identified as confidential) that is furnished, disclosed or shown to one or both of the Nominees by the Company or on behalf of the Company by any of its Representatives, including, without limitation, such information concerning the Company’s historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, financing plans, strategic and contractual relationships, customers and suppliers, facilities, equipment and other properties and assets, past, current and planned operations, strategies, research and development, products, processes, manufacturing, marketing, market data and studies, business plans, preclinical and clinical programs, preclinical and clinical trial data and/or results, pharmaceutical or biologic candidates and products, trade secrets, concepts, improvements, know-how, inventions, discoveries, patents, patent applications that have not been published and other intellectual property and (ii) analyses, compilations, forecasts, studies, interpretations, summaries, notes, data and other documents and materials (in any form or medium of communication, whether written, oral, electronic or magnetic), whether prepared by the Company or its Representatives or Nominees or others, which contain, reflect or are generated from or based upon, in whole or in part, the information referred to in clause (i) above. The term “Confidential Material” does not include that portion (and only that portion) of any information that (x) is or becomes available to the public generally (other than as a result of disclosure by Nominees), (y) was available to the Nominees on a non-confidential basis prior to its disclosure to the Nominees by the Company or its Representatives or (z) becomes available to the Nominees on a non-confidential basis from a source other than the Company or its Representatives.
Definition of Confidential Material. In connection with discussions regarding the Transaction (the “Discussions”), the term “Confidential Material” means any information (whether in written, electronic, oral or other form) that is transmitted by or on behalf of Discloser, before or after the date hereof, whether denominated as confidential or not, which could be reasonably understood by Recipient to be, proprietary and confidential, including, without limitation, any computer programs, business plans, work product, analyses, sales data, financial data, product/services specifications and designs, customer data, personnel information, software, codes, reports, processes, screen layouts, printouts, memoranda, notes, correspondence, marketing plans, studies, derivative works, documents, training materials, records, information regarding business transactions and any other information delivered by or on behalf of Discloser to Recipient pursuant to this Agreement. The term Confidential Material also includes all Nonpublic Personal Information (as defined in the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (15 U.S.C § 6801 et. seq.) and its implementing regulations. The term Confidential Material does not include any information that is (i) already known to the public at the time of disclosure or thereafter becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement); or (ii) was or becomes available to Recipient from a person not otherwise known to Recipient after reasonable inquiry to be prohibited from transmitting the information to Recipient; or (iii) is produced as a result of Recipient’s independent development without use of any Confidential Material of Discloser. As used in this Agreement, “person” shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership or individual.
Definition of Confidential Material. Subject to paragraph 4 below, the term “Confidential Material” as used in this letter shall mean (i) should discussions between Seahawk and Receiving Party progress to such a point, the existence, subject matter, terms (including pricing terms), conditions, and other facts of any Definitive Agreement and related loan documents that may be negotiated between Seahawk and Receiving Party, and (ii) any and all information, documents, records, data, trade secrets, inventions, processes, blueprints, and all non-public, confidential, or proprietary information of Seahawk, including, without limitation, all marketing, technical, engineering, operational, economic, financial, legal knowledge, or other information concerning the operations, financial condition, and Business and affairs of Seahawk, or anything of a proprietary nature, that it furnished or otherwise disclosed to Receiving Party or any of its Representatives by or on behalf of Seahawk or its Representatives, and whether prepared by Seahawk, its Representatives, or otherwise (including any such items furnished on and after the execution of this letter), whether oral, written, or electronic regardless of the form in which initially or subsequently reflected, together with all analyses, compilations, studies, memoranda, notes, and other documents, records, and data (in whatever form maintained, whether documentary, computer, or other electronic storage or otherwise) prepared by Receiving Party or any of its Representatives which contain or otherwise reflect or are generated from such information and documents.
Definition of Confidential Material. National Fuel’s “trade secrets” and “confidential and proprietary information” include, but are not limited to, any and all memoranda, software, data bases, computer programs, interface systems, pricing and client information, and records pertaining to National Fuel’s methods or practices of doing business and marketing its services and products, whether or not developed or prepared by Kxxxxxx during the term of his employment with National Fuel or in connection with his providing consulting service to National Fuel. National Fuel’s trade secrets and confidential and proprietary information also include “writing” or “writings,” which shall mean and include all works, expressed in words, numbers or other verbal or numerical symbols, regardless of the physical manner in which they are embodied, including, but not limited to, books, articles, manuscripts, memoranda, computer programs, computer software systems, maps, charts, diagrams, technical drawings, manuals, video and audio tape recordings, and photographs, whether or not developed or prepared by Kxxxxxx during the term of his employment with National Fuel or in connection with his providing consulting services to National Fuel. National Fuel’s trade secrets and confidential and proprietary information shall include any information or material not generally known to the public (other than by act of Kxxxxxx or his representatives in breach of this Agreement) which gives the holder thereof an opportunity to obtain an advantage over competitors without knowledge of such information, as well as any information received from third parties under confidential conditions and information subject to National Fuel’s attorney-client or work-product privilege, the use or disclosure of which might reasonably be construed to be contrary to National Fuel’s interests.
