Ti	=	Definitions
xlist	=	{Affiliate.sec} {Company.sec} {Company_Affiliate.sec} {Company_Personal_Data.sec} {Company_Property.sec} {Data_Subject.sec} {Intellectual_Property.sec} {IP_Rights.sec} {Personal_Data.sec} {Processing.sec} {Proprietary_Information.sec} {Secrecy_and_Inventions_Agreement.sec} {Service.sec} {Software_Materials.sec} {Software_Product.sec} {Supplier.sec} {Supplier_Affiliate.sec} {Supplier's_Intellectual_Property.sec} {Supplier_Personnel.sec} {Supplier's_Reserved_Intellectual_Property.sec} {Third_Party_Intellectual_Property.sec}
0.sec	=	The following capitalized terms used in {_this_Agreement} have the following meanings:
Affiliate.sec	=	"{_Affiliate}" means with respect to {_Company}, a {_Company_Affiliate}; and with {_Supplier}, a {_Supplier_Affiliate}.
Company.sec	=	"{_Company}" has the meaning defined in the prologue to {_this_Agreement}.
Company_Affiliate.sec	=	"{_Company_Affiliate}" means, with respect to {_Company}, any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with {_Company}.
Company_Personal_Data.sec	=	"{_Company_Personal_Data}" includes: {_Personal_Data} obtained by {_Supplier} from {_Company}; {_Personal_Data} (from whatever source) being "Processed" by {_Supplier} on behalf of {_Company}; and {_Personal_Data} (from whatever source) pertaining to {_Company} personnel.
Company_Property.sec	=	"{_Company_Property}" means: {_Intellectual_Property} incorporated into the {_Services} or any deliverables under {_this_Agreement}; {_Intellectual_Property} conceived, produced or developed by {_Supplier}, whether directly or indirectly or alone or jointly with others, in connection with or pursuant to {_Supplier}'s performance of {_this_Agreement}; and creations and inventions that are otherwise made by {_Supplier} through the use of equipment, funds, supplies, facilities, materials and/or {_Proprietary_Information} of {_Company_or_its_Affiliates}; provided, however, that any techniques, technology or tools independently developed by {_Supplier} and not developed for or paid for by {_Company} shall not be {_Company_Property}.
Data_Subject.sec	=	"{_Data_Subject}" means individuals to whom {_Personal_Data} pertains.
Intellectual_Property.sec	=	"{_Intellectual_Property}" means all intellectual property and proprietary rights including without limitation all rights of inventorship and authorship, inventions, patents, patent applications, and know-how for any product, process, method, machine, manufacture, design, composition of matter, or any new or useful improvement thereof, as well as copyrights, trademark, trade dress and service mark rights and all rights in trade secrets, computer software, data and databases, and mask works.
IP_Rights.sec	=	"{_IP_Rights}" means any and all rights of inventorship and authorship, patents and patent applications, copyrights, trademark and service mark rights, rights in trade secret and proprietary information, rights of attribution and integrity and other moral rights and other intellectual property rights of any type.
Personal_Data.sec	=	"{_Personal_Data}" means any information relating to an identified or identifiable natural person, including but not limited to any data relating to {_Supplier's_Personnel}, as well as {_Company}'s employees, officers, directors, shareholders, customers, prospects, contacts, suppliers or distributors.
Processing.sec	=	"{_Processing}" of {_Personal_Data} (including the forms "{_Process}", "{_Processes}", " and {_Processed}") means and includes any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, accessing, retrieval, use, organization, storage, adaptation or alteration, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Proprietary_Information.sec	=	"{_Proprietary_Information}" means information that is or has been disclosed to {_Supplier} by {_Company_or_its_Affiliates}: {Propietary_Information.Impart.List} Notwithstanding the foregoing, {Proprietary_Information.Include-By-Category}
Propietary_Information.Impart.List	=	in writing or by email or other tangible electronic storage medium and is clearly marked "Confidential" or "Proprietary"; or orally or visually, and then followed within thirty (30) working days thereafter with a summary or disclosure complying with the requirements of clause (i) above.
Proprietary_Information.Include-By-Category	=	{_Proprietary_Information} includes, without limitation: commercially valuable information of {_Company_and_its_Affiliates} and their successors and assigns, the design and development of which required considerable amounts of time and money; any {_Software_Product} developed by {_Company_and_its_Affiliates} and/or their successors and assigns; and any {_Company_Property}.
Secrecy_and_Inventions_Agreement.sec	=	"{_Secrecy_and_Inventions_Agreement}" means the Secrecy and Inventions Agreement attached hereto as {Schedule_B}.
Service.sec	=	"{_Service}" means any of the {_Services} to be provided by {_Supplier} to {_Company} under this {_this_Agreement}.
Software_Materials.sec	=	"{_Software_Materials}" means a copy of the object code, source code, documentation and all annotations thereto relating to any software delivered by {_Supplier} to {_Company} under {_this_Agreement}.
Software_Product.sec	=	"{_Software_Product}" means any computer software product and related information.
Supplier.sec	=	"{_Supplier}" has the meaning defined in the prologue to {_this_Agreement}.
Supplier_Affiliate.sec	=	"{_Supplier_Affiliate}" means, with respect to {_Supplier}, any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with {_Supplier}.
Supplier's_Intellectual_Property.sec	=	"{_Supplier's_Intellectual_Property}" means {_Intellectual_Property} of {_Supplier}.
Supplier_Personnel.sec	=	"{_Supplier_Personnel}" means all persons providing {_Services} under {_this_Agreement}.
Supplier's_Reserved_Intellectual_Property.sec	=	"{_Supplier's_Reserved_Intellectual_Property}" means {_Supplier's_Intellectual_Property} listed as such on {Schedule_F}, {_Supplier's_Reserved_Intellectual_Property}.
Third_Party_Intellectual_Property.sec	=	"{_Third_Party_Intellectual_Property}" means any software, applications, or components or other materials subject to {_IP_Rights} owned by any party (including {_Supplier}) other than {_Company}.
	=	[G/Z/ol/Base]