(7) Business Day means any day other than a Saturday, Sunday or a day on which banks are required to be closed in New York, New York.
(8) Code means the Internal Revenue Code of 1986, as amended.
(9) Combined Income Tax Return means any U.S. federal, state, local or non-U.S. consolidated, combined, unitary or similar Income Tax Return that actually includes, by election or otherwise, one or more members of the Dynatrace Group together with one or more members of the Mainframe Group, for a Pre-Distribution Tax Period or a Straddle Period.
(10) Combined Non-Income Tax Return means any U.S. federal, state, local or non-U.S. consolidated, combined, unitary or similar Tax Return that is not an Income Tax Return and that actually includes, by election or otherwise, one or more members of the Dynatrace Group together with one or more members of the Mainframe Group, for a Pre-Distribution Tax Period or a Straddle Period.
(11) Confidential Information means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as confidential), in any form or medium, that relates to the business, products, financial condition, services, or research or development of either Party (including its Affiliates) or its suppliers, distributors, customers, partners, independent contractors or other business relations. Confidential Information includes, but is not limited to, the following: (i) internal business and financial information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, either Partys suppliers, distributors, customers, partners, independent contractors or other business relations and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data and databases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other intellectual property rights. Notwithstanding the foregoing, Confidential Information does not include (a) information that either Party can demonstrate was or has become generally available to the public other than as a result of disclosure by such Party or its Affiliates in breach of this Agreement, (b) information that is disclosed to a Party or its Affiliates, other than under an obligation of confidentiality, by a third party who, to the knowledge of such Party or its Affiliates, had no obligation not to disclose such information to others or (c) information that is independently developed after the date hereof by a Party or its Affiliates without the use of the other Partys or its Affiliates Confidential Information.
(12) Distribution means the Mainframe Spin, as defined in, and effected pursuant to the terms of, the Structuring Agreement.
(13) Distribution Date means the date on which the Distribution is effected pursuant to the Structuring Agreement.