Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, on or after the date hereof whether or not marked or designated as confidential or proprietary. Evaluation Material shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law), (ii) was within your possession, or developed by you or your Representatives, prior to it being furnished to you by or on behalf of the Company, provided that you have no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you have no reasonable basis for concluding that such source is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to the date hereof.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company and/or its subsidiaries, affiliates and divisions, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries, affiliates and divisions (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, before, on or after the date hereof whether hereof, regardless of the manner in which it is delivered, disclosed or not marked furnished, or designated as confidential which you or proprietary. Evaluation Material your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Bally Total Fitness Holding Corporation August 28, 2006 Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)Representatives, (ii) was within your possession, or developed by you or your Representatives, possession prior to it being furnished to you by or on behalf of the CompanyCompany pursuant hereto, provided that you did not know or have no reasonable basis for concluding reason to believe that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or information, (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you have no reasonable basis for concluding do not know that the source of such source information is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to (iv) is independently developed by you or your representatives prior employees without the benefit of any Evaluation Material or (v) is generally made available to third parties by the date hereofCompany without restriction on disclosure.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company and its subsidiaries or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows flows, projections (financial or other), future plans or prospects of the Company and its subsidiaries (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, on or after the date hereof whether hereof, regardless of the manner in which it is delivered, disclosed or not marked or designated as confidential or proprietary. Evaluation Material furnished, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)in violation of this letter agreement, (ii) was within your possession, or developed by you or your Representatives, ’ possession on a non-confidential basis prior to it being furnished to you by or on behalf of the CompanyCompany or any of its Representatives, provided or becomes available to you or your Representatives on a non-confidential basis from a source other than Company or any of its Representatives; provided, that you have or your Representatives had no reasonable basis for concluding knowledge that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to is independently developed by you or your Representatives or employees without any reference to or use of any Evaluation Material. Notwithstanding anything herein to the contrary, the restrictions on a non-confidential basis from a source other than the Company or any use of its Representatives, provided that you have no reasonable basis for concluding that such source is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information. For the avoidance of doubt, Evaluation Material set forth herein shall include anything confidential and proprietary not limit your use of the Company that was provided to you or your representatives prior any such Evaluation Materials to the date hereofextent contemplated by the Amended and Restated Strategic Collaboration Agreement, dated February 4, 2020, between you and Company.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company or the its business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your RepresentativesRepresentatives in connection with a Possible Transaction, whether, before, on or after the date hereof whether and regardless of the manner in which it is delivered, disclosed or not marked furnished, or designated as confidential which you or proprietary. Evaluation Material your Representatives otherwise learns or obtains, to the extent a result of observation or analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect to the extent they contain or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)in breach of this letter agreement, (ii) was within your possession, or developed by you or your Representatives, possession on a non-confidential basis prior to it being furnished to you by or on behalf of the CompanyCompany or any of its Representatives, provided that you have no reasonable basis for concluding that the source of such information was not known by you or your representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information information, (iii) was independently developed by you or your Representatives without violating any of your obligations hereunder, or (iiiiv) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you have no reasonable basis for concluding that such source is not known by you or your Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to the date hereof.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company or the business, products, product candidates, clinical and product development plans, contractual arrangements, know-how, trade secrets, compositions, formulations, compounds, plans, designs, processes, formulas, manufacturing, discoveries, inventions and ideas, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, Representatives on or after the date hereof whether hereof, regardless of the manner in which it is delivered, disclosed or not marked furnished, or designated as confidential which you or proprietary. Evaluation Material your Representatives otherwise learn or obtain, through observation or analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, presentations, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect contain or are based uponreflect, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)Representatives, (ii) was within your possession, or developed by you or your Representatives, possession on a non-confidential basis prior to it being furnished to you by or on behalf of the CompanyCompany or any of its Representatives, provided that the source of such information was not known by you have to be or you had no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, contractual or legal or fiduciary obligation of confidentiality to, to the Company or any other party with respect to such information or information, (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you have no reasonable basis for concluding that such source is not known by you to be or you do not know or have reason to believe that the source is bound by a confidentiality agreement with, or other contractual, contractual or legal or fiduciary obligation of confidentiality to, the Company with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that information (iv) was provided to independently generated by you or your representatives prior Representatives without reference to the date hereofEvaluation Material or (v) orally disclosed information unless reduced to writing and such writing being received by you within ninety days after oral disclosure.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows flows, prospects, suppliers, customers, trade secrets or prospects intellectual property of the Company (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, on or after the date hereof whether hereof, regardless of the manner in which it is delivered, disclosed or not marked furnished, or designated as confidential which you or proprietary. Evaluation Material your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)in breach of this letter agreement, (ii) was within your possession, or developed by you or your Representatives, possession on a non-confidential basis prior to it being furnished to you by or on behalf of the CompanyCompany or any of its Representatives, provided that you have did not know and had no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do not know or have no reasonable basis for concluding reason to believe that such the source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to the date hereof.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential all information, data, reports, interpretations, forecasts, business plans and proprietary records, financial or otherwise, whether written, oral, electronic, visual or otherwise, concerning or related to the Company, including but not limited toany of its subsidiaries or joint ventures, product specificationsor any of the businesses, dataproperties, know-howassets, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating to the Company or the businessoperations, products, marketsservices, liabilities, condition (financial or otherotherwise), operationsemployees, assets, liabilities, prospects and/or results of operations, cash flows or prospects operations of any of the Company foregoing (whether prepared by the Company, any of its advisors Representatives (as defined below) or otherwise), historical ) that previously has been or projected financial statements, budgets, sales, capital spending budgets, plans, may be furnished to you or identities any of key personnel, disclosed or furnished your Representatives by or on behalf of the Company to you Company, the Special Committee or to your any of their respective Representatives, beforeeither directly or indirectly through one of your Approved Financing Sources (as defined below) (collectively, on or after the date hereof whether or not marked or designated “Information”), as confidential or proprietary. Evaluation Material shall also be deemed to include well as all notes, analyses, compilations, summaries, extracts, studies, forecasts, interpretations or other documents materials prepared by you or any of your Representatives Representatives, but only to the extent that the foregoing contain, reflect or are based uponupon any Information (“Derivative Information”). The term “Evaluation Material” shall also be deemed to include, in whole or in partwithout limitation, the information furnished to you status or your Representatives pursuant heretoterms and conditions of any discussions or negotiations taking place concerning a possible Transaction or any similar transaction. Notwithstanding any other provision hereof, the The term “Evaluation Material shall Material” does not include information which you can demonstrate or any portion thereof that (i) is or becomes generally available to the public (other than as a result of a disclosure by you or any of your Representatives (unless required by lawin violation of this letter agreement or any other obligation of confidentiality to the Company), (ii) was within your possessionpossession without being subject to any contractual, legal, fiduciary or developed by you or your Representatives, other obligation of confidentiality to the Company with respect to such Information prior to it being furnished to you by or on behalf of the Company, provided that you have no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company Special Committee or any of their respective Representatives (other party with respect to such information than in your capacity as an officer or director of the Company, in which case this clause (ii) shall not be applicable), or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any its Representatives (other than in your capacity as an officer or director of its Representativesthe Company, provided that you have no reasonable basis for concluding in which case this clause (iii) shall not be applicable); provided, that such source is not actually known by you, after reasonable inquiry, to be bound by a confidentiality obligation (whether by agreement or other contractual, legal or fiduciary obligation of confidentiality with respect otherwise) to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to any of its Representatives (including the date hereofSpecial Committee).

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating relating, directly or indirectly, to the Company and/or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, before, on or after the date hereof whether hereof, regardless of the manner in which it is delivered, disclosed or not marked furnished, or designated as confidential which you or proprietary. Evaluation Material your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes generally publicly available to the public other than as a result of a disclosure by you or your Representatives (unless required by law)in breach of this letter agreement, (ii) was within your possession, or developed by you or your Representatives, possession prior to it being furnished to you by or on behalf of the CompanyCompany or its Representatives pursuant hereto, provided that you have had no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do not know or have no reasonable basis for concluding reason to believe that the source of such source information is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to the date hereof.