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IN CONSIDERATION OF and as a condition of the Seller providing the Confidential Information to the Buyer in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
- All written and oral information and materials disclosed or provided by the Seller to the Buyer under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Buyer.
- 'Confidential Information' means all data and information relating to the transaction and the Seller, including but not limited to, the following:
- 'Business Operations' which includes internal personnel and financial information of the Seller, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Seller, and the manner and methods of conducting the Seller's business;
- 'Customer Information' which includes names of customers of the Seller, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Seller;
- 'Intellectual Property' which includes information relating to the Seller's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
- 'Service Information' which includes all data and information relating to the services provided by the Seller, including but not limited to, plans, schedules, manpower, inspection, and training information;
- 'Product Information' which includes all specifications for products of the Seller as well as work product resulting from or related to work or projects of the Seller, of any type or form in any stage of actual or anticipated research and development;
- 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Seller, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
- 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Seller;
- 'Marketing and Development Information' which includes marketing and development plans of the Seller, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Seller which have been or are being discussed;
- 'Computer Technology' which includes all scientific and technical information or material of the Seller, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
- 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Seller, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
- Confidential Information will also include any information that has been disclosed by a third party to the Seller and is protected by a non-disclosure agreement entered into between the third party and the Seller.
- Confidential Information will not include the following information:
- Information that is generally known in the industry of the Seller;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Buyer;
- Information rightly in the possession of the Buyer prior to receiving the Confidential Information from the Seller;
- Information that is independently created by the Buyer without direct or indirect use of the Confidential Information; or
- Information that the Buyer rightfully obtains from a third party who has the right to transfer or disclose it.