Common use of Access to Confidential Information Clause in Contracts

Access to Confidential Information. The Consultant agrees that during the course of the business relationship between the Consultant and the Purchaser, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser and is regularly used in the operation of the Purchaser’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser is engaged, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Purchaser. The Consultant agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patents, patent applications, copyrights, trademarks, trade names, service marks, service names, “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Purchaser, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreement, shall, as between the Purchaser and the Consultant, remain the exclusive property of the Purchaser.

Access to Confidential Information. The Consultant agrees and Xxxxxxxx agree that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant and Xxxxxxxx will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patents, patent applications, copyrights, trademarks, trade names, service marks, service names, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges and Xxxxxxxx acknowledge that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant and Xxxxxxxx in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser Company and the ConsultantConsultant and/or Xxxxxxxx (as applicable), remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees that during from the course Service Commencement Date until the end of the business relationship between the Consultant and the PurchaserTerm, , the Consultant has had and will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksxxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant CONSULTANT agrees that during the course term of the business relationship between the Consultant CONSULTANT and the PurchaserCOMPANY, the Consultant CONSULTANT will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser COMPANY and is regularly used in the operation of the PurchaserCOMPANY’s business. The Consultant CONSULTANT agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser COMPANY is engaged, or in which the COMPANY may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCOMPANY. The Consultant CONSULTANT agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreementagreements, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCOMPANY, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant CONSULTANT acknowledges that all Confidential Information, whether prepared by the Consultant CONSULTANT or otherwise acquired by the Consultant CONSULTANT in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCOMPANY. The term “Confidential Information” does not include (i) any information known to the CONSULTANT prior to disclosure by the COMPANY or its representatives, (ii) any information which becomes available to the CONSULTANT on a non-confidential basis from a source other than the COMPANY who is not bound by a confidentiality agreement with, or any other contractual, legal or fiduciary obligation of confidentiality to, the COMPANY or any related party with respect to such information and (iii) any information which is or becomes generally available to the public other than as a result of a disclosure by the CONSULTANT in breach of this Agreement. In the event that the CONSULTANT receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction the CONSULTANT agrees to immediately notify the COMPANY of the existence, terms and circumstances surrounding such a request. The COMPANY agrees to assume, at its sole charge and expense, any costs that are the direct result of actions taken at the direction or request of the COMPANY relating to such request (and, if any payments are made by the CONSULTANT, to promptly reimburse the CONSULTANT for such payments), including any fees and disbursements to legal counsel that the CONSULTANT incurs.

Access to Confidential Information. The Consultant agrees that during the course Term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“"Confidential Information”") which is owned by the Purchaser Company and is regularly used in the operation of the Purchaser’s Company's business. The Consultant agrees that the term “"Confidential Information” " as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “"Confidential Information” " includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmark, service namesname, “"know-how,” " negative "know-how," trade secrets, customer cusxxxxr and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, will remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees that during the course Term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”"CONFIDENTIAL INFORMATION") which is owned by the Purchaser Company and is regularly used in the operation of the Purchaser’s Company's business. The Consultant agrees that the term “"Confidential Information” " as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “"Confidential Information” " includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmark, service namesname, “"know-how,” " negative "know-how," trade secretssxxxxts, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, will remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksxxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksxxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreementagreements, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees and Xxxxxxxx agree that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant and Xxxxxxxx will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patents, patent applications, copyrights, trademarks, trade names, service marks, service names, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges and Xxxxxxxx acknowledge that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant and Xxxxxxxx in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser Company and the ConsultantConsultant and/or Xxxxxxxx (as applicable), remain the exclusive property of the Purchaser.Company. 6 4.2

Access to Confidential Information. The Consultant agrees that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“"Confidential Information”) "), which is owned by the Purchaser Company and is regularly used in the operation of the Purchaser’s Company`s business. The Consultant agrees that the term “"Confidential Information” " as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “"Confidential Information” " includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmark, service namesname, “"know-how,” trade secrets" negative "know-how", traxx xecrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCompany.

Access to Confidential Information. The Consultant agrees that during the course of the business relationship between the Term, Consultant and the Purchaser, the Consultant will may have access to and become acquainted with confidential proprietary information (“Confidential Information”"CONFIDENTIAL INFORMATION") which is owned by the Purchaser Parent or Company and is regularly used in the operation of the Purchaser’s Parent's or Company's business. The Consultant agrees that the term “"Confidential Information” " as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Parent or Company is engaged, or in which Parent or Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserParent or Company. The Consultant agrees that the term “"Confidential Information” " includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmark, service namesname, “"know-how,” " negative "know-how," trade secretssecrxxx, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserParent and/or Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, will remain the exclusive property of the PurchaserParent and/or Company, respectively.

Access to Confidential Information. The Consultant agrees and Xxxxxxxx agree that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant and Xxxxxxxx will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patents, patent applications, copyrights, trademarks, trade names, service marks, service names, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges and Xxxxxxxx acknowledge that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant and Xxxxxxxx in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser Company and the ConsultantConsultant and/or Xxxxxxxx (as applicable), remain the exclusive property of the PurchaserCompany. 4.2.

Access to Confidential Information. The Consultant agrees and Xxxxxxxx agree that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant and Xxxxxxxx will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees and Xxxxxxxx agree that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patents, patent applications, copyrights, trademarks, trade names, service marks, service names, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges and Xxxxxxxx acknowledge that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant and Xxxxxxxx in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser Company and the ConsultantConsultant and/or Xxxxxxxx (as applicable), remain the exclusive property of the PurchaserCompany. 6 4.2.

Access to Confidential Information. The Consultant CONSULTANT agrees that during the course term of the business relationship between the Consultant CONSULTANT and the PurchaserCOMPANY, the Consultant CONSULTANT will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser COMPANY and is regularly used in the operation of the PurchaserCOMPANY’s business. The Consultant CONSULTANT agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser COMPANY is engaged, or in which the COMPANY may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCOMPANY. The Consultant CONSULTANT agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksmxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreementagreements, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCOMPANY, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant CONSULTANT acknowledges that all Confidential Information, whether prepared by the Consultant CONSULTANT or otherwise acquired by the Consultant CONSULTANT in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCOMPANY. The term “Confidential Information” does not include (i) any information known to the CONSULTANT prior to disclosure by the COMPANY or its representatives, (ii) any information which becomes available to the CONSULTANT on a non-confidential basis from a source other than the COMPANY who is not bound by a confidentiality agreement with, or any other contractual, legal or fiduciary obligation of confidentiality to, the COMPANY or any related party with respect to such information and (iii) any information which is or becomes generally available to the public other than as a result of a disclosure by the CONSULTANT in breach of this Agreement. In the event that the CONSULTANT receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction the CONSULTANT agrees to immediately notify the COMPANY of the existence, terms and circumstances surrounding such a request. The COMPANY agrees to assume, at its sole charge and expense, any costs that are the direct result of actions taken at the direction or request of the COMPANY (and, if any payments are made by the CONSULTANT, to promptly reimburse the CONSULTANT for such payments), including any fees and disbursements to legal counsel that the CONSULTANT incurs.

Access to Confidential Information. The Consultant agrees that during the course term of the business relationship between the Consultant and the PurchaserCompany, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Purchaser Company and is regularly used in the operation of the PurchaserCompany’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Purchaser Company is engaged, or in which the Company may engage at a later time, including but not limited to all information of any kind or nature relating to the RedZone Map technology, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the PurchaserCompany. The Consultant agrees that the term “Confidential Information” includes, without limitation, any proprietary or otherwise undisclosed information about present and future patentspatent, patent applicationsapplication, copyrightscopyright, trademarkstrademark, trade namesname, service marksxxxx, service namesname, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreementagreements, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the PurchaserCompany, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way in connection with this Agreement or the Master Transaction Agreementway, shall, as between the Purchaser and the Consultant, shall remain the exclusive property of the PurchaserCompany.