THE PARTIES AGREE AS FOLLOWS:
In this Agreement:
“Affiliate” means any company which is controlled by, under common control with or controls the other. A company shall be deemed to have control of another if (directly or indirectly) it owns a majority of the voting shares of, or is entitled (directly or indirectly) to appoint a majority of the directors of the other company and the term “Affiliate” shall also include any entity managed by the respective Party.
“Confidential Information” means any information in whatever form concerning the Disclosing Party, whether before, during or after this Agreement, and includes (but is not limited to): (i) information relating to the Disclosing Party’s business affairs, financial dealings, operations, shareholders, reports, data, forecasts, commercial strategies, financial statements, processes, technical information, production information, client and supplier information, goodwill and reputation, know-how, proprietary rights, designs, trade secrets, market opportunities, commercial agreements, tolling agreements and the Proposed Transaction; (ii) analyses, studies or other documents prepared by the Receiving Party or any of its Relevant Persons which contain or otherwise reflect such information or any part of it; (iii) information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information; and (iv) the existence and contents of this Agreement, but excludes information that:
(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of this agreement; or
(ii) is identified in writing at the time of delivery as non-confidential by the disclosing party or its relevant persons; or
(iii) is known by the receiving party before the date the information is disclosed to the receiving party by the disclosing party or any of the disclosing party’s relevant persons or is lawfully obtained by the receiving party after that date, other than from a source which the receiving party knows has not been obtained in violation of any obligation of confidentiality to the disclosing party.
“Relevant Person” means any or all of the officers, directors, employees, consultants, agents, professional advisers, insurers and auditors of a Party.
“Permitted Purpose” means considering, evaluating, negotiating and performing the Proposed Transaction.