Nautilus 2009 Annual Report Download - page 201

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1.10. “
Commercial Patents
” shall mean patents and applications listed in Schedule D that exclusively read on Fitness Products
currently offered in the Commercial Channel. Commercial Patents shall include patents and applications relating to a design
and development project known to the Parties as Manhattan (“Manhattan Patents”) and all patents that relate back to a
Manhattan Patent for priority. The Commercial Patents will be assigned to Buyer at the time specified in § 2.22, provided the
conditions to assignment set out in said section are met.
1.10.1.
Nautilus shall file a patent application directed to the inventions of the Manhattan project within 90 days of the
Effective Date and revise the Schedule D when the application receives a serial number. A place holder shall
appear on Schedule D as
“
Manhattan Patents.
”
1.11. “
Competitor
” shall mean an entity that sells, offers to sell, or distributes Fitness Products in the Retail Channel or Direct
Channel. A contract manufacturer that manufactures on specification and sells only to a reseller is not a Competitor. On
information, as of the Effective Date, the following entities are Competitors: the entities doing business as ICON Health &
Fitness, Inc., Amer Sports (includes Precor whether or not affiliated with Amer), Johnson Fitness Co. (includes Matrix,
Vision, and Horizon whether or not affiliated with Johnson), Brunswick Corporate (including Life Fitness whether or not
affiliated with Brunswick), Cybex International, Inc., and Technogym SpA and all entities own or controlled by those entities.
Nautilus may designate additional entities as Competitors at the time Buyer desires to assign this Agreement, provided such
additional entities sell, offer to sell, or distribute Fitness Products in the Retail Channel or the Direct Channel.
1.12.
“
Confidential Information
”
shall mean (i) proprietary information that one party (the
“
Disclosing Party
”
)
discloses to the
other party (the “Receiving Party”); (ii) information marked or designated by the Disclosing Party as confidential; and
(iii) information, whether or not in written form and whether or not designated as confidential, that is known by the Receiving
Party to be treated by the Disclosing Party as confidential or which, given the nature of the information or the circumstances
surrounding its disclosure, would be understood by a reasonable person as being