Common use of Definition of Trade Secrets Clause in Contracts

Definition of Trade Secrets. For purposes of this Agreement, the term “Trade Secrets” means any and all information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitations, “Trade Secrets” include any confidential information regarding plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, carriers and customers and potential customers. For the avoidance of doubt, “Trade Secrets” do not include: (x) any information which is already in the public domain or becomes available to the public through no breach of this Agreement by Executive, (y) any information which is lawfully obtainable from a source other than from the Employer, its Subsidiaries, their Affiliates or their respective personnel or independent contractors or (z) any information which is developed by Executive entirely on his own time without using the Employer’s, its Subsidiaries’ or their Affiliates’ equipment, supplies, facilities, or trade secret or confidential information and does not relate at the time of conception to the Employer’s or its Subsidiaries’ business, or actual or demonstrably anticipated research or development of the Employer or its Subsidiaries, or result from any work performed by Executive for the Employer, its Subsidiaries or their Affiliates.