Positive Test Result means a finding of the presence of drugs, alcohol, or their metabolites in the sample tested in levels at or above the threshold detection levels contained in the standards of one of the programs listed in Minn. Stat. § 181.953, Subd. 1.
Indirect services means special education services provided by a special education teacher which include ongoing progress reviews; cooperative planning; consultation; demonstration teaching; modification and adaptation of the environment, curriculum, materials, or equipment; and direct contact with children with disabilities to monitor and observe.
Direct response solicitation means a solicitation through a sponsoring or endorsing entity or individually solely through mails, telephone, the Internet or other mass communication media.
Research Results means the technical results and scientific knowledge derived from the implementation of the Research Projects pursuant to this Agreement, including all inventions, ideas, designs, literary works, algorithms, and technological developments, such as programs, that can execute the algorithm(s).
Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
Results means any information, documentation, designs, technical drawings, software (system and application software), algorithms, elaborated design data, technical or industrial data, tools, knowledge, know-how, trade secrets, equipment and services process, methodology, and any intellectual property therein, regardless of their support and whether or notprotected byan intellectual property right, developed, created or acquired by one Party during the execution of the Contract. The Results shall become the exclusive property of Purchaser as and when they are created or developed.
Supporting Documentation means the documents listed in Schedule A of this Certificate which forms part of this
Data Subject Request means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
Direct services means special education services provided by a special education teacher when the services are related to instruction, including cooperative teaching.
Direct Competitor means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the full service restaurant business.
Excluded Books and Records means any (a) personnel files relating to Business Employees (other than any such records that relate to Transferred Employees to the extent provided in Section 5.2(k)), (b) information subject to attorney-client privilege of Seller or its Affiliates, other than the Acquired Companies; provided, that Seller will use its commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement) as is necessary to avoid the loss of the attorney- client privilege by the inclusion of such materials in the Transferred Books and Records, in which case such materials shall be included in the Transferred Books and Records, (c) materials and information to the extent exclusively or primarily relating to the Excluded Business, the Excluded Assets or the Excluded Liabilities, (d) Seller’s or its Affiliates’, other than the Acquired Companies’, minute books, organizational documents, stock registers, record books containing minutes of meetings of its directors, managers or shareholders or other corporate governance matters and such other books and records pertaining to Seller’s or its Affiliates’, other than the Acquired Companies’, ownership, organization or existence, (e) information the transfer or disclosure of which is prohibited or restricted by Law or any Contract to which Seller or its Affiliates, other than any Acquired Company, is bound (other than an agreement between or among Seller or any of its Affiliates) (in which case, copies of which, to the extent permitted by such Law or Contract, or, if copies are not so permitted, summaries of which, to the extent permitted by such Law or Contract, will be made available to Buyer upon Buyer’s reasonable request), (f) proprietary information, including competitively sensitive information, of Seller or its Affiliates, other than the Acquired Companies, that does not relate primarily or exclusively to the FSS Business, (g) internal policies or other proprietary information of Seller or its Affiliates, other than the Acquired Companies, that does not relate primarily or exclusively to the FSS Business, (h) correspondence with any Governmental Entity, except to the extent such correspondence relates to the FSS Business, (i) materials prepared for the boards of directors or similar governing bodies of Seller or its Affiliates, other than the Acquired Companies, (j) any internal drafts, opinions, valuations, correspondence or other materials produced by or on behalf of Seller and its Affiliates (including the Acquired Companies) or their respective representatives with respect to the negotiation, valuation and consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or the terms of engagement of such representatives with respect thereto, (k) Contracts between third-party vendors and Seller or any of its Affiliates, other than the Acquired Companies, to the extent not relating primarily or exclusively to the FSS Business, (l) Tax Returns, Tax records or any other information related to Taxes of Seller or its Affiliates, other than Tax Returns and Tax records (or portions of either) solely relating to the Acquired Companies or (m) emails or other electronic communications to the extent not primarily or exclusively relating to the FSS Business; provided, that, notwithstanding the forgoing, “Excluded Books and Records” shall not include Customer Lists or any Personal Information with respect to Retirement Plans or participants thereof used or maintained in connection with the FSS Business.
indirect material means a good used in the production, testing, or inspection of a good but not physically incorporated into the good, or a good used in the maintenance of buildings or the operation of equipment associated with the production of a good, including: