Confidentiality

Confidentiality. Each Member will have access to, and become acquainted with, various proprietary and confidential information either (a) owned by the Company, whether or not used in the operation of the Company's business, including any information contributed to the Company upon its formation or incident to the execution and delivery of this Agreement (and whether or not developed or obtained by any Member prior to such formation) or (b) utilized in the conduct of the Company's business (the "Confidential Information"). In addition to, and not as a limitation upon, the provisions of the next preceding sentence of this Section 4.6, Confidential Information consists of, without limitation, (i) software (source and object code), algorithms, computer processing systems, programs, job notes, reports, records, and specifications, (ii) information concerning any matters relating to the business of the Company or its Affiliates, (iii) any information pertaining to its or its Affiliates' lenders, licensors, licensees, customers, suppliers, contracts, licenses, the prices or fees it has paid, or received in connection with its business, customer and vendor lists, financing and referral sources, and any other information concerning the business of the Company or its Affiliates. No Member shall disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of the Company or at any time thereafter, except as required to conduct, or in furtherance of, the Company's business or with the prior written consent of a majority of the Manager. Each Member agrees that, at any time upon request of the Manager, it shall turn over to the Company all documents, disks or other computer media, copies, or other material in its possession or under its control that may contain or be derived from Confidential Information, or is or may be connected with, or derived from the Company's business and activities.