Access Information means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.
Business Information means information, oral, electronic, or in writing, that is either of such a nature that a party should reasonably believe it to be confidential or is designated as confidential by either party, including, without limitation, any information or other materials that either party exchanges with the other party or its Representatives in any form and in any media now or hereafter developed, or other information, the tampering with which, or unauthorized Use of which, would cause a material adverse impact to the business operations or security of a party. If information is designated as confidential, such designation will be in any written form which clearly communicates that the nonpublic business or financial information is confidential. The term “Business Information” will not include any information that: (i) is or becomes part of the public domain or is publicly available through no act or omission or through no breach of any contracts; (ii) is known at the time of disclosure without an obligation to keep it confidential, as evidenced by documentation in possession at the time of such disclosure; (iii) becomes rightfully known from another source without restriction on Use; or (iv) has been independently developed without the use of or any reference to Business Information.
Confidential Business Information means any internal, non-public information (other than Trade Secrets already addressed above) concerning the Employer’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; customer and supplier information and purchase histories; and employee lists. The provisions of Sections 6 and 7 shall also apply to protect Trade Secrets and Confidential Business Information of third parties provided to the Employer under an obligation of secrecy.
Appendix Information means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in: Annex 1A: List of Parties: As above.Annex 1B: Description of Transfer: As above.Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As above.Annex III: List of Sub processors (Modules 2 and 3 only): N/ATable 4: Ending this Addendum when the Approved Addendum ChangesEnding this Addendum when the Approved Addendum changesWhich Parties may end this Addendum as set out in Section 19: ImporterExporter neither Party
Confidential System Information means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to Grantee; or that Grantee may create, receive, maintain, use, disclose or have access to on behalf of HHSC or through performance of the Project, which is not designated as Confidential Information in a Data Use Agreement.
Program Information means all non-public Fund or CMA information provided to Supplier for the purposes of Supplier’s provision of Services hereunder, including, without limitation, data entered into Supplier’s system or those systems of its Subcontractors.
Confidential commercial information means records provided to the govern- ment by a submitter that arguably contain material exempt from release under Exemption 4 of the Freedom of Information Act, 5 U.S.C. 552(b)(4), be- cause disclosure could reasonably be expected to cause substantial competi- tive harm.
Customer Confidential Information means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
Client Information means any information or documentation that the Company receives from the Client or otherwise obtains which relates to him/her, his/her Account or the provision or the use of the Services.
Agent’s Information means, solely the following information in the Prospectus: the eighth and tenth paragraphs under the caption “Plan of Distribution” in the Prospectus. If the foregoing correctly sets forth the understanding between the Company and Cowen, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and Cowen. Very truly yours, XXXXX AND COMPANY, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director ACCEPTED as of the date first-above written: SYNLOGIC, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Cowen at the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Synlogic, Inc., a Delaware corporation (the “Company”), and Xxxxx and Company, LLC (“Cowen”) dated October 13, 2017 (the “Agreement”), I hereby request on behalf of the Company that Cowen sell up to [ ] shares of the Company’s common stock, par value $0.001 per share, at a minimum market price of $[ ] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]/[the aggregate sales price of the shares reaches $[ ]]. SCHEDULE 2 Synlogic, Inc. The Company’s Chief Executive Officer, who as of the date hereof is XX Xxxxxxxxx-Xxxxx. The Company’s Chief Financial Officer, who as of the date hereof is Xxxx Xxxxxx. Xxxxx and Company, LLC Xxxx Xxxxxx Xxxxxx Xxxx SCHEDULE 3 Compensation Cowen shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. SCHEDULE 4 Schedule Of Subsidiaries Synlogic Operating Company, Inc. Synlogic IBDCo, Inc. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected , of Synlogic, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated October [ ], 2017 (the “Sales Agreement”) between the Company and Xxxxx and Company, LLC, that to the best of the knowledge of the undersigned.
Customer's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Customer, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;
Supplier's Confidential Information means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;
Biometric information means any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s biometric identifier used to identify an individual. Biometric information does not include information derived from items or procedures excluded under the definition of biometric identifiers.
Seller Confidential Information shall have the meaning set forth in Section 10.1(c).
Staffing Information means, in relation to all persons identified on the Supplier's Provisional Personnel List or Supplier's Final Personnel List, as the case may be, such information as the Customer may reasonably request (subject to all applicable provisions of the DPA), but including in an anonymised format: their ages, dates of commencement of employment or engagement and gender; details of whether they are employed, self employed contractors or consultants, agency workers or otherwise; the identity of the employer or relevant contracting party; their relevant contractual notice periods and any other terms relating to termination of employment, including redundancy procedures, and redundancy payments; their wages, salaries and profit sharing arrangements as applicable; details of other employment-related benefits, including (without limitation) medical insurance, life assurance, pension or other retirement benefit schemes, share option schemes and company car schedules applicable to them; any outstanding or potential contractual, statutory or other liabilities in respect of such individuals (including in respect of personal injury claims); details of any such individuals on long term sickness absence, parental leave, maternity leave or other authorised long term absence; copies of all relevant documents and materials relating to such information, including copies of relevant contracts of employment (or relevant standard contracts if applied generally in respect of such employees); and any other “employee liability information” as such term is defined in regulation 11 of the Employment Regulations;
Keeping information confidential means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes:
Contractor's Confidential Information means any information, however it is conveyed, that relates to the business affairs, developments, trade secrets, know-how, Contractor’s Personnel and suppliers of the Contractor, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information.
Data Room Information means all information provided or made available to Purchaser in hard copy or electronic form in relation to Quattro and/or the Assets;
Confidential personal information means a party’s or a party’s child’s Social Security number; date of birth; driver license number; any other names used, now or in the past; and employer’s name, address, and telephone number.
Business Confidential Information or "BCI" means any business information regardless of whether contained in a document provided by a public or private body that a Party or Third Party has "Designated as BCI" because it is not otherwise available in the public domain and its disclosure could, in the Party's or Third Party's view, cause harm to the originators of the information. Each Party and Third Party shall act in good faith and exercise restraint in designating information as BCI, and will endeavour to designate information as BCI only if its disclosure would cause harm to the originators of the information.
Authority's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;
State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.
Billing information means any data that enables any person to access a customer’s or donor’s account, such as a credit card, checking, savings, share or similar account, utility bill, mort- gage loan account, or debit card.
Directory information means information contained in an education record of a student which would not generally be considered harmful or an invasion of privacy if disclosed. It includes, but is not limited to: the student’s name, address, telephone listing, electronic mail address, photograph, date and place of birth, major field of study, dates of attendance, grade level, enrollment status (i.e., full-time or part-time), participation in officially recognized activities and sports, weight and height of members of athletic teams, degrees, honors and awards received, and the most recent educational agency or institution attended. It also includes the name, address, and telephone number of the student’s parent(s). Directory information does not include:
Information Materials has the meaning given that term in Section 9.6.
Product Information has the meaning set forth in Section 9.1.