AOD Confidential Information definition

AOD Confidential Information will have the meaning set forth in Section 6.3(b).
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AOD Confidential Information means all information of a confidential or proprietary nature (provided that it is specifically labeled or identified as “confidential” or otherwise reasonably ought to be treated as confidential given the nature thereof and the circumstances of its disclosure), in any form or medium, that relates solely to the AOD Business, the AOD Assets, the AOD Entity, its Subsidiaries or its or its Subsidiaries’ respective employees, vendors, suppliers, distributors, customers, independent contractors, or other business relations. AOD Confidential Information includes also the following as they relate solely to the AOD Entity, its Subsidiaries, the AOD Business and/or the AOD Assets and, in each case, to the extent the AOD Entity, its Subsidiaries or the AOD Business obtains a commercial benefit from the secret nature of such information: internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and potential acquisition candidates); identities of, individual requirements of, and specific contractual arrangements with, the AOD Entity or its Subsidiaries’ employees, vendors, suppliers, distributors, customers, independent contractors, or other business relations and their confidential information; Trade Secrets, know-how, compilations of data and analyses, techniques, software, code, hardware, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; and inventions, innovations, improvements, developments, methods, designs, analyses, drawings, and reports. Notwithstanding the foregoing, AOD Confidential Information does not and shall not include information which: (i) at the time of disclosure is publicly available or thereafter becomes publicly available through no act or omission of the Knowledgeable Party; (ii) is thereafter disclosed or furnished to such Knowledgeable Party by a third party who is not known by such Knowledgeable Party to have acquired the information under an obligation of confidentiality; or (iii) is disclosed by such Knowledgeable Party (subject to compliance with the applicable provisions of this Section 6.3(b)) under compulsion of applicable Law. If the AOD Spin-Off has not been consummated within twelve (12) months after the date hereof, this Section 6.3(b) shall terminate, and be of no further fo...
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Examples of AOD Confidential Information in a sentence

  • Purchaser’s confidentiality obligations pursuant to this section shall terminate upon and subject to the occurrence of the Closing (other than with regard to the AOD Confidential Information and other materials and information that relate solely to the AOD Business).

  • Each Knowledgeable Party further agrees to take commercially reasonable steps, to the extent within its control, to safeguard such AOD Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.

  • In the event any Knowledgeable Party is required by Law to disclose any AOD Confidential Information, such Knowledgeable Party will promptly notify the AOD Entity in writing, which notification will include the nature of the legal requirement and the extent of the required disclosure, and will cooperate with the AOD Entity’s reasonable requests, at AOD Entity’s costs and expenses, to preserve the confidentiality of such AOD Confidential Information consistent with applicable Law.