1. INTERPRETATION
The definitions and rules of interpretation in this Clause apply in this Agreement.
1.1. Definitions:
“Affiliate” means in respect of a party, any entity that from time to time, directly or indirectly, Controls, is Controlled by, or is under common Control with that and any other entity agreed in writing by the parties as being an Affiliate in respect of either party; “Authorised Location” has the meaning given to it in the Order Form; Authorised Users” means the directors or employees of the Customer; “Business Day” means any day which is not a Saturday, Sunday or public holiday in London or Bulgaria; “Change of Control Fee” means the fee due by the Customer to the Supplier in accordance with Clause 2.5, as set out in Schedule3; “Commencement Date” “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before
or after this Agreement by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or which is now or at any time after the date of this Agreement, owned or controlled by the Discloser. Confidential Information shall include trade secrets, discoveries, knowhow, designs, specifications,
drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, including, but not limited to the Software, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the parties’ Customers, which is of a confidential nature; “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity; “Customer Data” means any data transferred to the Supplier by the Customer for input into the Software and/or input into the Software by the Authorised Users; “Discloser” means a party disclosing its Confidential Information to the Recipient and in the case of the Supplier may be the Supplier and/or the Supplier’s Affiliates, as applicable; “Equipment” means the equipment set out in the Order Form, all substitutions, replacements or renewals of such equipment and all related related accessories, manuals and instructions provided for it;