BASED ON HOW IT IS TREATED OR DESIGNATED BY A COMPANY PARTY,
(C) BECAUSE THE DISCLOSURE OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS OR PLANNED BUSINESS OF ANY OF THE COMPANY PARTIES AND/OR (D) AS A
MATTER OF LAW.
(II)
EXCLUSIONS.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE MATERIAL,
DATA, AND/OR INFORMATION (A) THAT ANY COMPANY PARTY HAS VOLUNTARILY PLACED IN
THE PUBLIC DOMAIN, (B) THAT HAS BEEN LAWFULLY AND INDEPENDENTLY DEVELOPED AND
PUBLICLY DISCLOSED BY THIRD PARTIES, (C) THAT CONSTITUTES THE GENERAL
NON-SPECIALIZED KNOWLEDGE AND SKILLS GAINED BY THE EXECUTIVE DURING THE
EMPLOYMENT PERIOD OR (D) THAT OTHERWISE ENTERS THE PUBLIC DOMAIN THROUGH LAWFUL
MEANS; PROVIDED, HOWEVER, THAT THE UNAUTHORIZED APPROPRIATION, USE OR DISCLOSURE
OF CONFIDENTIAL INFORMATION BY THE EXECUTIVE, DIRECTLY OR INDIRECTLY, SHALL NOT
AFFECT THE PROTECTION AND RELIEF AFFORDED BY THIS AGREEMENT REGARDING SUCH
INFORMATION.
(III)
INCLUSIONS. CONFIDENTIAL INFORMATION INCLUDES, WITHOUT
LIMITATION, THE FOLLOWING INFORMATION (INCLUDING WITHOUT LIMITATION,
COMPILATIONS OR COLLECTIONS OF INFORMATION) RELATING OR BELONGING TO ANY COMPANY
PARTY (AS WELL AS THEIR CLIENTS, CUSTOMERS AND/OR VENDORS) AND CREATED,
PREPARED, ACCESSED, USED OR REVIEWED BY THE EXECUTIVE DURING OR AFTER THE
EMPLOYMENT PERIOD:
(1) PRODUCT AND MANUFACTURING INFORMATION, SUCH AS
INGREDIENTS, COMBINATIONS OF INGREDIENTS AND MANUFACTURING PROCESSES;
(2) SCIENTIFIC AND TECHNICAL INFORMATION, SUCH AS RESEARCH AND DEVELOPMENT,
TESTS AND TEST RESULTS, FORMULAE AND FORMULATIONS, STUDIES AND ANALYSIS;
(3) FINANCIAL AND COST INFORMATION, SUCH AS OPERATING AND PRODUCTION COSTS,
COSTS OF GOODS SOLD, COSTS OF SUPPLIES AND MANUFACTURING MATERIALS, NON-PUBLIC
FINANCIAL STATEMENTS AND REPORTS, PROFIT AND LOSS INFORMATION, MARGIN
INFORMATION AND FINANCIAL PERFORMANCE INFORMATION; (4) CUSTOMER RELATED
INFORMATION, SUCH AS CUSTOMER RELATED CONTRACTS, ENGAGEMENT AND SCOPE OF WORK
LETTERS, PROPOSALS AND PRESENTATIONS, CUSTOMER-RELATED CONTACTS, LISTS,
IDENTITIES AND PROSPECTS, PRACTICES, PLANS, HISTORIES, REQUIREMENTS AND NEEDS,
PRICE INFORMATION AND FORMULAE AND INFORMATION CONCERNING CLIENT OR CUSTOMER
PRODUCTS, SERVICES, BUSINESSES OR EQUIPMENT SPECIFICATIONS; (5) VENDOR AND
SUPPLIER RELATED INFORMATION, SUCH AS THE IDENTITIES, PRACTICES, HISTORY OR
SERVICES OF ANY VENDORS OR SUPPLIERS AND VENDOR OR SUPPLIER CONTACTS; (6) SALES,
MARKETING AND PRICE INFORMATION, SUCH AS MARKETING AND SALES PROGRAMS AND
RELATED DATA, SALES AND MARKETING STRATEGIES AND
15
PLANS, SALES AND MARKETING PROCEDURES AND PROCESSES, PRICING METHODS, PRACTICES
AND TECHNIQUES AND PRICING SCHEDULES AND LISTS; (7) DATABASE, SOFTWARE AND OTHER
COMPUTER RELATED INFORMATION, SUCH AS COMPUTER PROGRAMS, DATA, COMPILATIONS OF
INFORMATION AND RECORDS, SOFTWARE AND COMPUTER FILES, PRESENTATION SOFTWARE AND
COMPUTER-STORED OR BACKED-UP INFORMATION INCLUDING, BUT NOT LIMITED TO, E-MAILS,
DATABASES, WORD PROCESSED DOCUMENTS, SPREADSHEETS, NOTES, SCHEDULES, TASK LISTS,
IMAGES AND VIDEO; (8) EMPLOYEE-RELATED INFORMATION, SUCH AS LISTS OR DIRECTORIES
IDENTIFYING EMPLOYEES, REPRESENTATIVES AND CONTRACTORS, AND INFORMATION
REGARDING THE COMPETENCIES (KNOWLEDGE, SKILL, EXPERIENCE), COMPENSATION AND
NEEDS OF EMPLOYEES, REPRESENTATIVES AND CONTRACTORS AND TRAINING METHODS; AND
(9) BUSINESS- AND OPERATION-RELATED INFORMATION, SUCH AS OPERATING METHODS,
PROCEDURES, TECHNIQUES, PRACTICES AND PROCESSES, INFORMATION ABOUT ACQUISITIONS,
CORPORATE OR BUSINESS OPPORTUNITIES, INFORMATION ABOUT PARTNERS AND POTENTIAL
INVESTORS, STRATEGIES, PROJECTIONS AND RELATED DOCUMENTS, CONTRACTS AND LICENSES
AND BUSINESS RECORDS, FILES, EQUIPMENT, NOTEBOOKS, DOCUMENTS, MEMORANDA,
REPORTS, NOTES, SAMPLE BOOKS, CORRESPONDENCE, LISTS AND OTHER WRITTEN