EXHIBIT 10.21
Page 1 Group Contract No GC/1O58P
18th February 1997
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PURCHASE CONTRACT
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WHITBREAD PLC
REGISTERED IN ENGLAND NO: 29423
REGISTERED OFFICE: XXXXXXXX XXXXXX, XXXXXX, XX0X 0XX
Between: TurboChef Inc.
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
XXX
Attn: Xxxxxx X XxXxx
Telephone No: (000) 000-0000
Fax No: (000) 000-0000
(Hereinafter referred to as "the Sellers")
and Whitbread PLC
Xxxxxxxxx Xxxxx
Xxxx Xxxxxx Xxxx
XXXXX
Xxxxxxxxxxxx
XX0 0XX
Telephone No: 00000 000000
Fax No: 00000 000000
Whereby Whitbread PLC (hereinafter referred to as "the Buyers" which expression
shall for the purpose of this contract be deemed to include all or any of the
subsidiary companies for the time being of Whitbread PLC) agree to purchase, and
the Sellers agree to supply the Goods and Services described below on the terms
and conditions set out or referred to below.
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Specification of Goods and Services
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TurboChef model D-2 EC ovens, and CUB
The specification of the ovens to include all latest modifications and
improvements as at 1st Feb 1997 and to include but not be limited to :
Feature CUB D2
------- --- --
Door rails outside xxxx chamber Included Possible date to
be agreed
Removable xxxx chamber Included Possible date to
be agreed
Magic Filter Included Included
Computer capable of receiving TurboComm Included Included
Automated, adjustable height stirrer blade Date to be agreed -
Stirrer blade height specified by Whitbread Date to be agreed Date to be agreed
"Screwless" door covers Included Included
Magnetic filter cover Included Date to be agreed
Filter present switch Included Date to be agreed
Variable air pass heat exchanger Included Possible date to
be agreed
Page 2 Group Contract No GC/1058P
18th February 1997
Over the course of this Purchase Contract, the Sellers will undertake additional
product modification and enhancement efforts, as well as cost reduction
engineering efforts. The Sellers may, at the Sellers' discretion, modify or
enhance the ovens shipped to the Buyers pursuant to this Purchase Contract
provided that such modifications or enhancements do not effect the sales price,
form, fit or function of the D-2 EC and CUB ovens without the Buyers' prior
written approval.
The Sellers will also provide repair and maintenance and training services to
the Buyers during the period of this Purchase Contract in accordance with the
Special Conditions Repair & Maintenance clause.
Except as outlined herein, no variations to this Specification of Goods or
Services are permitted without the Buyers' and the Sellers' written prior
approval.
Volume Forecast
---------------
The volume forecast for oven purchases by the Buyer is set out below.
Min. for Exclusivity to continue Max Demand
Feb 97 XX XX
March XX XX
April XX XX
May XX XX
June XX XX
July XX XX
Aug XX XX
Sept XX XX
Oct XX XX
Nov XX XX
Dec XX XX
Jan 98 XX XX
Feb XX XX
Mar XX XX
--- ---
XXX XXX
For the avoidance of doubt, the figures in the first column above solely
indicate the minimum number of ovens to be purchased by the Buyer in order to
retain exclusivity pursuant to the Special Conditions - Production Capacity
clause. Failure to purchase the numbers set out in this column within the
timescales shown shall not in anyway be considered to be a breach of this
Purchase Contract nor give rise to a right to terminate this Purchase Contract.
Also the Buyers can maintain exclusivity even if the minimum number for
exclusivity to continue has not been met if the Buyers have made arrangements
with the Sellers for delayed deliveries (pending the phase in of agreed
modifications). However, at the Sellers option, such delayed deliveries may
require payment as originally scheduled
For the purpose of clarity, when referring to volume forecasts a TurboChef D2 is
--
interchangeable with a CUB, except that CUB models will require a 90 day call
---
down advance and cannot be called down until the CUB prototypes have been
accepted by the Buyers. Once the Buyers have accepted the CUB model, should the
Sellers be unable to provide CUBS within 90 days, the minimum required for
exclusivity to continue will be adjusted (into later months) until such time as
the Sellers can meet this request.
Page 3 Group Contract No GC/1058P
18th February 1997
Price:
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The selling price, including delivery, duties, freight, unpacking and
preparation for installation is $XXXXX for each D2 oven purchased. This amount
will be paid within 14 days of receipt by the Buyers of satisfactory invoice.
Interest of 1.5% per month will be charged for any outstanding balances not
received by the Sellers within 28 days of receipt by the Buyers of satisfactory
invoice.
Packing Charges:
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The Sellers are responsible for all packing charges associated with the Method
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of Packing defined below.
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Method of Packing:
------------------
It is the Sellers responsibility to pack with adequate protection and to
guarantee safe delivery to the selected Whitbread sites.
Carriage Charges:
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The Sellers are responsible for all carriage charges from point of manufacture
of completed goods to delivery to agreed delivery depots.
Settlement Terms:
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All items purchased under this Purchase Contract will be invoiced upon delivery
to the relevant depots.
Each invoice will compromise:
The Selling price of the D2 oven: $XXXXX
Period of Contract:
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One year and one month from the date of this Purchase Contract.
Governing Law:
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This Purchase Contract shall be governed by and construed in accordance with UK
laws.
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STANDARD CONDITIONS & SPECIAL CONDITIONS OF CONTRACT
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Standard Conditions
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This contract number, and order number where applicable, must be quoted on
all invoices and correspondence.
If the Buyers have complied with this Purchase contract but the Sellers
have not shipped the ovens within the time specified in the Special
Conditions - Quantity and Delivery provisions, for 3 consecutive months,
the Buyers have the right to cancel delivery of the goods ordered and/or to
rescind this Purchase Contract in its entirely. In this event the Buyers
have certain rights as specified below under Special Conditions-Security,
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and the Buyers will not entertain any claim made by the Sellers upon the
Buyers for any costs, damages or losses of whatsoever nature or howsoever
caused.
No variation to the specification, or to prices, discounts, settlement
terms, etc., relating to the Goods or Services as described will be
accepted by the Buyers during the currency of the contract without their
giving the Sellers prior approval in writing.
The Sellers shall at all times during the period of this Purchase Contract
manufacture and maintain sufficient stocks of Goods and/or retain
sufficient staff and maintain sufficient capability, to fulfil their
obligation under this Purchase Contract to supply such Goods and/or
Services as the Buyers may require to be performed under this Purchase
Contract. The Sellers shall supply such quantities of Goods and/or Services
as the Buyer may desire from time to time in accordance with this Purchase
Contract.
All sales of Goods and supplies of Services pursuant to this Purchase
Contract shall be made on and subject to the terms and conditions of this
Purchase Contract, to the exclusion of any standard terms and conditions of
the Sellers.
Page 4 Group Contract No GC/1058P
18th February 1997
Notwithstanding the fact that the Sellers may have or have had business
dealings with the Buyers and/or its associated businesses, the Buyers' name
and those of its associated businesses shall not be used by the Sellers for
the purpose of advertisement or publicity without the prior written consent
of the Buyers (which shall not be unreasonably withheld).
Special Conditions
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Security
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In the event:
The Buyers have fully complied with this Purchase Contract and the Sellers
fail to meet their obligations under the Delivery Procedures provision of
this Purchase Contract for 3 consecutive months, the Buyers may notify the
Sellers in writing of the Sellers' failure to meet such obligations. In
that case, the Sellers have 90 days from the date of Sellers' receipt of
such notification to remedy such failure by meeting all such obligations.
If the Sellers have still not remedied such failure within 90 days of
receipt of written notification; or
If there has been a bankruptcy filing by the Sellers before the completion
of this Purchase Contract, and the Sellers' ability to perform under this
Purchase Contract is affected by such bankruptcy filing, and if the Sellers
can not resume operations capable of completing this Purchase Contract (or
license its intellectual property and know-how to a second supplier for the
purpose of completing this Purchase Contract on the same terms and
conditions as originally agreed) within four months after such filing; or
If there has been a substantial change of ownership of the Sellers which
has not been previously approved by the Buyers, such approval not to be
unreasonably withheld;
then the Sellers will license their intellectual property and know-how
(including all current drawings, plans and specifications necessary to
manufacture the oven model being supplied to the Buyers at the time of such
unremedied failure or bankruptcy filing or substantial change of ownership) to
the Buyers, under confidentiality provisions and appropriate restrictions
regarding use sufficient to protect such intellectual property following
completion (but at the same time ensuring that the Buyers rights under this
contract are protected to the fullest extent possible), such license being
assignable to a Supplier of the Buyers' choice for the purpose of completing
this Purchase Contract. Any license of the Sellers' intellectual property for
the purpose of satisfying the terms and conditions of this Purchase Contract
will expire upon the earlier of the end of the contract period or the
manufacture of the total number of ovens included in the maximum demand column
of the Volume Forecast set out in this Purchase Contract, except in so far as
the Buyers' spare parts requirements need to be met, in which case the Buyers
will have rights to continue producing for these requirements.
Production Capacity
-------------------
The Sellers have limited production capacity, and limited ability to increase
capacities without increasing the risk of production error. The Sellers seek to
sell ovens throughout the world and, as a result, allocate certain portions of
their current and anticipated future production capacities to particular
regions. The level of production of TurboChef ovens which can be allocated for
shipment to the United Kingdom and Germany through to end of March 1998 totals
______ ovens. Accordingly, provided the Buyers are purchasing ovens in
accordance with the figures in the first column of the minimum volume forecast
listed previously, the Buyers will receive the option on all of the Sellers
production capacity which is allocated to the UK and Germany during this period
and the Sellers will not licence anyone else to manufacture ovens for sale, rent
or loan in the UK and Germany during this period except as set forth below.
Additionally, the Sellers will not make shipments to or licence manufacture of
ovens for sale, rent or loan in the UK and Germany for a period of 3 months
beyond the date that the Buyers fail to order the minimum delivery requirements
as laid out in the first column of the volume forecast, to anyone else other
than the Buyers. Should the Buyers purchase in excess of the maximum demand
noted previously, the exclusivity will automatically be extended for 3 months
for each 100 ovens in excess of XXX ovens, with a limit of 6 months automatic
extension.
Exclusivity in Germany is subject to the following provision:- In the first
month in which the Buyers have not ordered the maximum demand as laid down in
the volume forecast (but has ordered the
Page 5 Group Contract No GC/1058P
18th February 1997
minimum) the Buyers will present to the Sellers a plan for installing ovens in
Germany (Timing/Number of ovens to be agreed between Buyers and Sellers such
agreement not to be unreasonably withheld). At such time the Sellers may, at the
Sellers option, tend (but not sell) a maximum of 10 D2EC or CUB ovens to other
companies in Germany. This lending provision notwithstanding, exclusivity in
Germany will continue until such time as the Buyers fail to satisfy the agreed
upon installation plan for Germany.
Purchase Contract Extensions
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It is the intention of the Sellers to sell and Buyers to buy through mutually
agreed Contract terms ovens as before described for periods beyond this Contract
term, those periods as yet unknown.
It is further agreed that Purchase Contract Extensions will be agreed at
----------------------------
intervals not exceeding 6 months from 31.12 97.
Currency
--------
All payments made to the Sellers by the Buyers will be made in US Currency,
regardless of the then prevailing exchange rates between British Pounds and US
Dollars at the time payments are made.
Confidentiality
---------------
Both the Sellers and the Buyers are subject to the Confidentiality Provision as
attached hereto.
Quantity and Delivery
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The Buyers firm quantity requirements shall be given to the Seller by means of
Whitbread Purchase Orders. The Whitbread Purchase Order for February, 1997,
March and April are attached hereto. This contract number must be quoted on all
invoices and correspondence.
Time of delivery of the goods and execution of the services shall be within 60
days of receipt of the above said purchase order for delivery up to end of June
1997 and then 90 days after receipt of order for the remainder of this contract
subject to the modification clauses.
The Seller is not required to perform work on the Buyers' premises as part of
this Purchase Contract. The Sellers shall maintain to the Buyers' satisfaction
adequate insurance cover for third party liability risks (including Product
Liability) in respect of the use of the ovens in the UK and Germany and the
Buyers' shall have the right to inspect and approve such policies of insurance.
Such insurances to be maintained throughout the duration of this Contract.
Warranties and Liabilities
--------------------------
The Sellers warrant to the Buyers that the Goods will be of satisfactory quality
and fit for the purposes set forth in the Sellers owner's manual as may be
updated from time to time (with the approval of the Buyers, such approval not to
be unreasonably withheld).
The Sellers warrant that the Services will be performed by appropriately
qualified and trained personnel acting with due care and diligence and to best
industry practice provided, however, that the Sellers and Buyers agree upon the
service contractors the Sellers are to train in anticipation of satisfying this
provision (such agreement not to be unreasonably withheld).
The Sellers warrant that all Goods supplied will comply in all respect with
relevant UK legislation.
All Goods shall be covered by the Sellers warranty for a period of 12 months,
inclusive of all parts, labour and transport, commencing from the date of
satisfactory installation and commissioning of the Goods.
Page 6 Group Contract No GC/1058P
18th February 1997
The Sellers warrant that:
all information provided from time to time by the Sellers to the Buyers
shall be accurate when given;
the Sellers shall immediately upon becoming aware that any information
provided to the Buyers pursuant to this Agreement is inaccurate, notify the
Buyers of the inaccuracy and confirm the same in writing to the Buyers
within 3 days of such notification being made;
the Goods will be produced in respect of their manufacture, production and
composition, and/or Services will be supplied, in accordance with the
information supplied by the Seller in accordance with the above provisions
of this Warranties and Liabilities Clause;
the Sellers will carry out on the Goods supplied all checks, tests,
inspections and investigations in order to discharge the Seller's
responsibilities as seller and that such checks, tests, inspections and
investigations will comply in all respects with best practice within the
industry as at the date the Goods are supplied.
The Sellers agree (subject to the provisions on Rights of Access below) to allow
an authorised representative of the Buyers to enter the Seller's premises at any
reasonable time for the purposes of inspecting any part of the premises, plant,
machinery or products.
The Sellers will, upon becoming aware of any defect whatsoever in the Goods
delivered to the Buyers immediately notify the Buyers of such defect and confirm
the same in writing to the Buyers within 3 days of such defect being identified.
The Sellers shall indemnify the Buyers in full against all losses, damages
(including but not limited to loss or damage to property or the Buyers business
or death or personal injury), liabilities, fines, penalties, costs and expenses
(including legal expenses whether or not proceedings are brought) of awarded
against or reasonably incurred and paid by the Buyers as a result of a breach of
any of the warranties contained in this Clause by the Sellers, as it relates to
Goods and Services provided by the Sellers. Provided always that this indemnity
should not apply if and to the extent that it is proved that such losses,
damages, claims, liabilities, fines, penalties, costs and expenses result from
any act, negligence or default of the Buyers or Buyers authorised servant or
agents.
The Sellers warrant that any system developed for the Buyers or any software
utilised by the Seller to provide Goods and/or Services to the Buyers, is
programmed to adapt to and accommodate changes in dates, including and without
limitation, the next millennium, the year 2000 and leap years, without any
detriment or deterioration in performance to the Buyers.
Insurance
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The Seller shall take out and maintain adequate insurance to cover its liability
hereunder and shall furnish the Buyers with evidence of such insurance as and
when reasonably required to do so.
The Sellers are responsible for all insurance up to the point the ovens are
safely delivered to the agreed upon depot and the Buyers are responsible for all
insurance thereafter.
Technical Specification
-----------------------
The Sellers guarantee that all versions of oven firmware and communications
software will comply with the agreed set of function calls.
The Sellers shall ensure that any proposed changes to the defined set of
function calls are agreed and endorsed by the Buyers prior to any subsequent
installation taking place in the Buyers' ovens by the Sellers. For reference,
all the calls are defined in the Oven Data and Menu Data sections of the
Technical Specification for the Turbochef Data Communications Interface.
Page 7 Group Contract No GC/1O58P
18th February 1997
Repair & Maintenance
--------------------
The Sellers are responsible for providing all warranty related repairs and
maintenance for the ovens for a period of 1 year after date of installation and
will provide a monthly report of all installation dates, repairs and maintenance
carried out, such report being transmitted to the Buyers on a monthly basis.
The Sellers have already trained one service agency, and hereby agree to train
another agency. Should the Buyers and the Sellers agree (agreement not to be
unreasonably withheld) that the service agency base needs to change or be
expanded, the Sellers will conduct additional training sessions. These training
sessions will be conducted at either the Sellers' Dallas, Texas, USA location,
or in the UK (at the Sellers option) by the Seller's employees. As many as 5
technical trainees may attend any given training session provided, however, that
the Sellers are satisfied with the Sellers' protection regarding confidential
information, trade secrets and know-how, for each training session attendee, at
least 14 days prior to the scheduled start date of any training session. Each
training session will last approximately 2-3 consecutive days. The Sellers may
require, at the Sellers' option, as much as 30 days notice prior to the date of
the training sessions, the exact schedule of which is at the Sellers'
discretion. The Sellers to formally approve any new service agency by naming
the agency and engineers trained. The Buyers to be informed in writing within 30
days of training being completed.
The Sellers will make available for purchase by the Buyers, spare parts as may
be required to repair and maintain the ovens. A list of spare parts and current
prices is attached. Prices to remain fixed for a period of one (1) year from
commencement of this contract.
The Sellers' engineering staff has been, and will continue to be, available to
the Buyers (or the Buyers service agency) to answer any questions over the
telephone that may arise from The Buyers operation, use and/or service of the
ovens during the period of this Agreement and for a further 1 year after this
agreement has ceased.
For the aboidance of doubt, where the repair or maintenance of the ovens falls
under the Sellers warranty (as referred to in the Warranties and Liabilities
section) no payment shall be made for any spare parts, labour or transport
associated therewith.
Research & Development
----------------------
The Sellers anticipate that, over the course of this Purchase Contract, the
Sellers will attempt to further enhance the D series ovens (X-0X, X-0, etc.) and
CUB ovens. In addition, the Sellers anticipate that future generations of ovens
which utilise the Sellers' current and "to be developed" technologies may become
available. The Buyers will have the option to accept or not accept any such
modifications or future generations and any impact on the Buyers' price which
may result from such modifications or future generations.
The Buyers reserve the right of first refusal to purchase products resulting
from any new developments by the Sellers which fall outside the definition of
ovens previously described. This includes vending, residential and consumer
operated ovens and associated technology. For the purpose of this Purchase
Contract the Sellers are to offer the new developments to the Buyers for trial
at the stage of developments where the Sellers have determined that the product
is fit for shipment and trial by the Buyers. From date of receipt of the new
development, the Buyers have 3 months in which to assess and determine their
future interest in the new development. The anticipated level of purchase
commitment resulting from this 3 months process is to be agreed at that time but
to follow the same principles in respect of production capacity and other rights
as contained herein this Purchase Contract. If no such agreement can be reached
after 1 month, the Buyers' right of first refusal shall have no further cause or
effect.
Ownership of Joint Developments
-------------------------------
As a result of this Purchase Contract, the Sellers will disclose certain
Confidential Information to the Buyers which is subject to the CONFIDENTIALITY
---------------
PROVISION as attached hereto. Any developments resulting from the Buyers' use
---------
of such Confidential Information will become the property of the Sellers except
that any developments made by the Buyers to the mechanical operation of the
Sellers' ovens will be owned jointly by the Sellers and the Buyers, with each
party having the right to utilise such developments in their sole respective
discretion.
Page 8 Group Contract No GC/1O58P
18th February 1997
As a result of this Purchase Contract, the Buyers will disclose certain
Confidential Information to the Sellers' which is subject to the CONFIDENTIALITY
---------------
PROVISION as attached hereto. Any developments resulting from the Sellers' use
---------
of such Confidential Information will become the property of the Buyers except
that any developments made by the Sellers to the preparation and cooking of the
Buyers' food items will be owned jointly by the Sellers and the Buyers, with
each party having the right to utilise such developments in their sole
respective discretion.
Approvals
---------
The Sellers are responsible to gain and maintain all Underwriters Laboratories
(UL) National Sanitation Federation (NSF), Food and Drug Administration (FDA)
and Federal Communications Commission (FCC) approvals and accreditations on any
ovens used within the United States. The Sellers are responsible to gain any
accreditation's that are unique to the UK or in any other jurisdiction within
the European Union that the Buyers seek to place the ovens, such accreditations
to be in the name of the Sellers. The Buyers will support any accreditation
process that the Sellers undertake on behalf of the Buyers by providing readily
available information and conducting reasonable tests. Should the Buyers wish to
gain any accreditations outside the EU this will be in agreement with the
Sellers.
Price Stability
---------------
Both parties shall use their best endeavour to share the benefits of any
efficiencies improved upon in an effort to maintain price stability for the
duration of this Agreement and offset any price increases. In the event that
price increases cannot be wholly offset by improved efficiencies, and the
Company has given Whitbread 60 days notice of a request for change then price
changes may be discussed not before August 1997 and thereafter on a 6 months
basis. This price change will be limited to the change in material cost of
stainless steel (at present 1.668 Irish pounds per kilo) if this results in a
price change over 5% either way then the excess/reduction over/under the 5% will
be adjusted to the purchase price of the ovens ordered 30 days from the
price agreement date. (NB There are approximately 225 kg of stainless steel in
a Turbochef D2EC oven).
Rights of Access
----------------
In general, the Sellers welcome the Buyers to visit either the Sellers' R&D
facility or factory as often as the Buyers may reasonably request. The Sellers
will make every attempt to support any reasonable request to gain access to
either location, provided that the Sellers can accommodate the timing of such
visits. While the Sellers may be available to accommodate such visits with less
than 1 week's notice, the Buyers will attempt to schedule with the Sellers'
their visits to either location at least 30 days in advance. This general
availability notwithstanding, the Buyers have the right to visit the Sellers'
R&D facility or factory, up to once per 6 months, without any notice whatsoever
provided that the Sellers can restrict access to any areas of its facility or
factory where confidential information must be protected.
Import/Export Duties
--------------------
The Sellers are responsible for all Import or Export duties that may be levied
as a result of this Purchase Contract.
Resolution of Disputes
----------------------
In the event of a dispute between the Buyers and the Sellers arising from this
Purchase Contract which the Buyers and the Sellers are unable to resolve, the
Buyers and the Sellers agree to submit to binding arbitration within 90 days of
receipt of notification such dispute. In this case arbitration would be in
accordance with the rules of the London court of International Arbitration
('LCIA') and shall occur in London England.
Each of the Buyers and the Sellers shall select one arbitrator and the two
arbitrators so selected shall mutually agree to the selection of a third
arbitrator, or failing such mutual agreement the third arbitrator shall be
selected by the LCIA.
Page 9 Group Contract No GC/1058P
18th February 1997
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For and on behalf of For and on behalf of
TURBOCHEF INC. WHITBREAD PLC
Signed /s/ Xxxxxx X. XxXxx Signed /s/ Xxxxx X. Xxxxxx
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Name Xxxxxx X. XxXxx Name Xxxxx X. Xxxxxx
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Title President, CEO Title Chief Executive (Designate)
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Date February 20, 1997 Date February 20, 1997
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Page 10 Group Contract No GC/1058P
18th February 1997
CONFIDENTIALITY PROVISION
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1. During the term of this Agreement and after termination or expiration of
this Agreement for any reason whatsoever the Receiving Party shall:
a) keep the Confidential Information confidential;
b) not disclose the Confidential Information to any other person
other than with the prior written consent of the Disclosing Party or
in accordance with Clause 2 and 3; and
c) not use the Confidential Information for any purpose other than
the performance of its obligations under this Agreement
2. During the term of this Agreement the Receiving Party may disclose the
Confidential Information to its employees, sub-contractors and customers
(the "Recipient") to the extent that it is necessary for the purposes of
this Agreement.
3. The Receiving Party shall procure that each Recipient is made aware of and
complies with all the Receiving Party's obligations of confidentiality
under this Agreement as if the Recipient was a party to this Agreement.
4. The obligations contained in Clauses 1 to 3 shall not apply to any
Confidential Information which:
(i) is at the date of this Agreement or at any time after the date of
this Agreement comes into the public domain other than through breach
of this Agreement by the Receiving Party or any Recipient; or
(ii) can be shown by the Receiving Party to the reasonable satisfaction of
the Disclosing Party to have been known by the Receiving Party before
disclosure by the Disclosing Party to the Receiving Party; or
(iii) subsequently comes lawfully into the possession of the Receiving
party from a third party.
(iv) is required to be disclosed by law, any Court of competent
jurisdiction or any other appropriate authority or body.
For the purposes of this Clause, "Confidential Information" means all
information of a confidential nature disclosed (whether in writing,
verbally or by any other means and whether directly or indirectly) by one
party (the "Disclosing Party") to the other party (the "Receiving Party")
whether before or after the date of this Agreement including, without
limitation, any information relating to the Disclosing Party's products,
operations, processes, plans or intentions, product information, know-how,
design rights, trade secrets, market opportunities and business affairs.
