GNC 2008 Annual Report Download - page 241

their customers and vendors) that is confidential, proprietary or trade secret (A) by its nature, (B) based on how it is treated or designated by GNC or any of its
Affiliates, (C) because the disclosure of which would have a material adverse effect on the businesses or planned businesses of GNC or its Affiliates or (D) as
a matter of law.
(ii) Exclusions. Confidential Information does not include material, data or information (A) that GNC or any of its Affiliates 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 GNC or any of its Affiliates (as well as their clients, customers 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 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 and graphic business records.
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