Confidential information defined clause samples

1. CONFIDENTIAL INFORMATION DEFINED. “Confidential Information” means trade secrets, proprietary information and materials, and confidential knowledge and information which includes, but is not limited to, matters of a technical nature (such as discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, diagrams, test data, scientific methods and know-how, and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans for further development, and any other information of a similar nature not available to the public).

(c)Confidential Information Defined. For purposes of this Agreement, “confidential information” includes, without limitation: (i)any information exchanged regarding a Fund’s portfolio or anticipated portfolio prior to the date the Consultant commences to provide services under this Agreement; (ii)non-public portfolio holdings information (i.e., portfolio holdings information that has not been made public by having been filed with the Securities and Exchange Commission); (iii) information about the business operations of a Fund, the Trust or the Adviser; (iv)financial information, methods, plans, techniques, processes, and trade secrets, regardless of whether any such information would be considered material under the federal securities laws; and (v)information provided in connection with the Asset Allocation Services. Confidential information does not include information that: (1)is, or becomes, public knowledge through no act or failure to act on the part of the receiving party, its employees, or its agents; (2)is publicly available; (3)is lawfully obtained by the receiving party from a third party not known by the receiving party after reasonable inquiry to have an obligation to maintain the confidentiality of such information; (4)is independently developed by the receiving party from sources or through persons that the receiving party can demonstrate had no access to the information of the disclosing party; or (5)is otherwise in the possession of the receiving party, or becomes available to the receiving party, without confidentiality restrictions.

b)Confidential Information Defined. As used herein, the term “Confidential Information” means information about a party’s business, assets or operations deemed by such party to be of commercial or competitive value and not commonly known to others within such party’s industry and specifically includes, without limitation, the terms and conditions of this Agreement. Examples of Confidential Information include, without limitation, any information regarding a party’s marketing techniques, pricing, sales, product evaluations, business methods, business prospects, customers, employees and relationships with vendors and suppliers. Confidential Information shall not include information which the receiving party demonstrates by prior written documentation: (i) was known to the public at the time of its disclosure, or becomes known to the public after the disclosure through no fault of the receiving party; (ii) was rightfully in its possession prior to the time of the disclosure; (iii) was developed by the receiving party independent of the disclosure by the disclosing party; or (iv) is required by law to be disclosed; provided that the receiving party gives the disclosing party prior written notice thereof and ensures that such information is disclosed only under conditions in which its confidentiality is maintained and so as to provide the disclosing party the opportunity to obtain such protective orders or other relief as may be available in the circumstances.

Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means any and all proprietary information of the Company that derives independent economic value by virtue of its not being known to the Company’s competitors or the general public including, but not limited to, customer lists, customer information, intellectual property, employee lists, employee information, prospect lists, prospect information, pricing information, inventions, research and development, financial statements, marketing plans, management systems and procedures, trade secrets, supplier lists, sales techniques, software specifications and information, results of research and development, whether complete or in process, and any other information which the Company identifies in writing and provided to the Company as Confidential Information.