Affiliate means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, an Affiliate of CTS shall include, without limitation, any entity that is owned or controlled by funds or accounts managed, directly or indirectly, by Cerberus Capital Management, L.P. or one of its affiliates under common control with Cerberus Capital Management, L.P.
Agreement shall have the meaning set forth in the preamble to this Agreement.
Applicable Law means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a governmental entity.
Business Day means a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to close.
Client shall have the meaning set forth in the preamble to this Agreement.
Client Background Materials means all information and materials owned by Client and provided to CTS in connection with an applicable SOW.
Client Deliverables means any custom or technical work product (e.g. wire frames, specifications, layouts, front end design etc.) specially commissioned by Client and developed by CTS in connection with the performance of Consulting and/or Development Services and identified as such in an applicable SOW.
Client Indemnitees shall have the meaning set forth in Section 11.2 hereto.
Confidential Information means (a) all information, data (including personal data), agreements, documents, reports, know-how, interpretations, plans, studies, forecasts, projections and records (whether in oral or written form, electronically stored or otherwise) containing or otherwise reflecting information concerning the Disclosing Party, any of its Affiliates, their respective businesses or assets and other information not available to the public generally, whether received before or after the date of this Agreement, and (b) all memoranda, notes, analyses, compilations, studies or other documents which were developed based upon or which include any such Confidential Information (whether in written form, electronically stored or otherwise) which is identified as confidential or should otherwise be reasonably deemed confidential or proprietary under the circumstances, whether prepared by the Disclosing Party, the Receiving Party or their respective Representatives or others which contain, reflect or are based on any such Confidential Information. Notwithstanding the foregoing, the Parties understand and agree that the term Confidential Information does not include (i) information which was already in the possession of a Receiving Party or its Representatives prior to the date of disclosure and which was not acquired or obtained from a source that was known to the Receiving Party to be bound by a contractual, legal or fiduciary obligation not to disclose the information to the Receiving Party, (ii) information which is obtained by the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives unless such source is known to the Receiving Party to be prohibited from transmitting the information to the Receiving Party or its Representatives by a contractual, legal or fiduciary obligation to the