a. flawsome is a wholly - owned subsidiary of lakefield ; b. lakefield and flawsome ( together, the “ vendors ” ) are the developers and owners of the purchased assets ; and c. the purchaser wishes to purchase the purchased assets from the vendors, and the vendors wish to sell the purchased assets to the purchaser, upon and subject to the terms and conditions of this agreement : 1. interpretation 1. 1 defined terms. in this agreement : ( a ) “ accounts ” means the social media, marketing and newsletter, analytics, mail and other accounts listed and described in schedule b to this agreement ; ( b ) “ closing ” means the completion of the transactions contemplated in this agreement ; ( c ) “ closing date ” means may 17, 2013, or such other date as lakefield and purchaser may mutually agree to in writing ; ( d ) “ confidential information ” is information known or used by the vendors in connection with the website : ( i ) that is used, or may be used, in business or for any commercial advantage ; ( ii ) that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use ; ( iii ) is the subject of reasonable efforts to prevent it from becoming generally known ; and ( iv ) the disclosure of which would result in harm or improper benefit ; and includes any trade secret, algorithm, formula, design, concept, idea, prototype, compilation of information, data, database, program, method, technique and process relating to the website, including customer information, financial information, marketing plans and business strategies and opportunities related to the website, or confidential information of any third party that is provided to the vendors in connection with the website, but does not include any of the foregoing which is or becomes a matter of public knowledge other than as a result of a breach of this agreement ; ( e ) “ contracts ” means the contracts listed and described in schedule b to this agreement ; ( f ) “ documentation ” means all written materials used for the development, maintenance and implementation of the website, including flow charts, schematics, specifications, architectural standards, user guides, manuals, help and read - me files, installation guides, application and data files and specifications and includes, at the time of their creation, all modifications to any of the foregoing, and includes the documentation listed and described in schedule b to this agreement ; (