Decision and Order In the Matter of China National Chemical Corporation, FTC Matter/File Number: 1610093, Docket Number: C-4610

Contract drafting

Confidentiality agreement

(From Decision and Order In the Matter of China National Chemical Corporation, a corporation; ADAMA Agricultural Solutions Ltd., a corporation; and Makhteshim Agan of North America, Inc., doing business as ADAMA, a corporation, FTC Matter/File Number: 1610093, Docket Number: C-4610 (last updated April 4, 2017)).

M.

“Confidential Information” means any and all of the following information:

1.all information that is a trade secret under applicable trade secret or other law;

2.all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, pricelists, market studies, business plans, software and computer software and database technologies, systems, structures, and architectures;

3.all information concerning the relevant business, which includes historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel and personnel training techniques and materials; and

4.all notes, analyses, compilations, studies, summaries and other material to the extent containing or based, in whole or in part, upon any of the information described above;

Provided, however, that Confidential Information shall not include information that (i) was, is, or becomes generally available to the public other than as a result of a breach of this Order; (ii) was or is developed independently of and without reference to any Confidential Information; or (iii) was available, or becomes available, on a non-confidential basis from a third party not bound by a confidentiality agreement or any legal, fiduciary or other obligation restricting disclosure.