Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by the Client for the Consultant to use; Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that the Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge as a result of the Consultant’s Services to the Client. Upon termination of the Consultant's Services to the Client, or at the Client's request, the Consultant shall deliver all materials to the Client in the Consultant's possession relating to the Client's business. The Consultant acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law. Furthermore, proprietary information under this Agreement shall include: The product of all work performed under this Agreement (the "Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and the Consultant hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. The Consultant retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product; The Consultant hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during the Consultant's work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use the Consultant's name and/or likeness in advertising and other materials.

Confidentiality & Proprietary Information. The Consultant Service Provider acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant Service Provider in order for the Consultant Service Provider to perform their duties under this Agreement. The Consultant Service Provider acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant Service Provider will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by the Client for the Consultant Service Provider to use; Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that the Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and Information belonging to customers and suppliers of the Client about whom the Consultant Service Provider gained knowledge as a result of the ConsultantService Provider’s Services to the Client. Upon termination of the Consultant's Service Provider’s Services to the Client, or at the Client's request, the Consultant Service Provider shall deliver all materials to the Client in the Consultant's Service Provider’s possession relating to the Client's business. The Consultant Service Provider acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law. Furthermore, proprietary information under this Agreement shall include: The product of all work performed under this Agreement (the "Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and the Consultant Service Provider hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. The Consultant Service Provider retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product; The Consultant Service Provider hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during the Consultant's Service Provider’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use the Consultant's Service Provider’s name and/or likeness in advertising and other materials.

Confidentiality & Proprietary Information. The Consultant Legal Counsel acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant Legal Counsel in order for the Consultant Legal Counsel to perform their duties under this Agreement. The Consultant Legal Counsel acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant Legal Counsel will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by the Client for the Consultant Legal Counsel to use; Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that the Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and Information belonging to customers and suppliers of the Client about whom the Consultant Legal Counsel gained knowledge as a result of the ConsultantLegal Counsel’s Services to the Client. Upon termination of the Consultant's Legal Counsel’s Services to the Client, or at the Client's request, the Consultant Legal Counsel shall deliver all materials to the Client in the Consultant's Legal Counsel’s possession relating to the Client's business. The Consultant Legal Counsel acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law. Furthermore, proprietary information under this Agreement shall include: The product of all work performed under this Agreement (the "Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and the Consultant Legal Counsel hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. The Consultant Legal Counsel retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product; The Consultant Legal Counsel hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during the Consultant's Legal Counsel’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use the Consultant's Legal Counsel’s name and/or likeness in advertising and other materials.

Confidentiality & Proprietary Information. The Consultant Attorney acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant Attorney in order for the Consultant Attorney to perform their duties under this AgreementLetter. The Consultant Attorney acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant Attorney will not disclose or use, either during or after the term of this AgreementLetter, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by the Client for the Consultant Attorney to use; Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that the Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and Information belonging to customers and suppliers of the Client about whom the Consultant Attorney gained knowledge as a result of the ConsultantAttorney’s Services to the Client. Upon termination of the Consultant's Attorney’s Services to the Client, or at the Client's request, the Consultant Attorney shall deliver all materials to the Client in the Consultant's Attorney’s possession relating to the Client's business. The Consultant Attorney acknowledges any breach or threatened breach of confidentiality under this Agreement Letter will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law. Furthermore, proprietary information under this Agreement Letter shall include: The product of all work performed under this Agreement Letter (the "Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and the Consultant Attorney hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. The Consultant Attorney retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product; The Consultant Attorney hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during the Consultant's Attorney’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use the Consultant's Attorney’s name and/or likeness in advertising and other materials.