6. Confidential Information.
(a) Definitions. “Confidential Information” means any and all data, information, documents, videos and/or materials, without regard to form, containing confidential, proprietary and/or trade secret information of the Company, its affiliates, subsidiaries, or Operator, or its or their respective business partners, vendors, suppliers, franchisees, licensees, employees, and/or customers, and/or relate to the Company or its Business, and/or are otherwise of a confidential or proprietary nature or are trade secrets of the Company, its affiliates, subsidiaries, or Operator, or its or their respective business partners, vendors, suppliers, franchisees, licensees, employees and/or customers (whether or not reduced to writing or other tangible medium of expression), disclosed to, learned by, developed by, or otherwise obtained by Contractor in the course of, and as a consequence of, Contractor’s engagement by the Company, whenever received (whether before or after the date of this Agreement), including, without limitation: recipes, menus, formulae, products, goods, services, inventions, discoveries, improvements, innovations, designs, and ideas; software programs, and software applications; trademarks, trademark applications, copyrights, copyrightable materials, copyright applications, patents, patent applications, and all intellectual property rights therein and any derivative works created therefrom; manufacturing, packaging, advertising, distribution and sales methods; historical, current but not publicly released, and projected financial information (including, without limitation, sales, profits, losses, costs and expenses), and business plans, marketing plans, development plans, new product plans, new menu plans, franchise plans, and licensing plans (including without limitation, expansion plans, new store openings, new markets, store closings, new products, and lease terms); customer and client lists, franchisee and licensee lists, and prospective franchisee and prospective licensee lists; relationships with dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers, franchisees, licensees, brokers, and others who have business dealings with the Company or Operator; and personal information of the Company’s employees, customers, clients, franchisees, and licensees; any confidential and proprietary information of third parties, including, without limitation, suppliers, franchisees, licensees, brokers, and landlords that Company or Operator is required to maintain in confidence; and, any and all other confidential and proprietary information and/or trade secrets of the Company or Operator.
Confidential Information does not include, however, information that (a) is or becomes generally known to the public other than as a result of a disclosure by Contractor or Contractor’s Representatives (as defined below) in violation of this Agreement or other obligation of confidentiality, (b) was available to Contractor on a non-confidential basis prior to its disclosure by the Company or the Company’s Representatives, (c) was independently developed by Contractor outside the scope of Contractor’s activities or obligations under this Agreement pursuant to Section 10(c) below without the use of information disclosed to Contractor or Contractor’s Representatives in violation of this Agreement or other obligation of confidentiality, or (d) becomes available to Contractor on a non-confidential basis from a person (other than the Company or the Company’s Representatives) who is not prohibited from disclosing such information to Contractor by a legal, contractual or fiduciary obligation to the Company or any Representative of the Company. As used in this Agreement, the term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, officers, employees, agents, and advisors (including financial advisors, public relations advisors, legal counsel, and accountants). As used in this Agreement, the term “person” shall be broadly interpreted to include any corporation, company, partnership or other legal or business entity or any individual.