B Background and Relationship of Parties Sample Clauses

B Background and Relationship of Parties. The parties acknowledge that the Company has been and will be engaged in a continuous program of acquisition, research, development and production respecting its business, present and future, and that, in connection with Executive=s employment by the Company, Executive is and will be expected to make or have access to new contributions and inventions of value to the Company and that Executive's employment creates a relationship of confidence and trust between Executive and the Company with respect to any information applicable to the business of the Company or applicable to the business of any client or customer of the Company which has been or may be made known to Executive by the Company or by any such client or customer or has been or may be learned by Executive during any period of Executive's employment with the Company. Executive possesses and had and will possess or have unfettered access to information that has been created, discovered, developed, acquired or otherwise become known to the Company (including, without limitation, information created, acquired, discovered, developed, or made known to Executive prior to and during the Employment Period) and which has commercial value in the business in which the Company has been and will be engaged and has not been publicly disclosed by the Company. All information described above hereinafter called AProprietary Information.@ By way of illustration, but not limitation, Propriety Information includes hardware, formulae, processes, software, documentation, data, programs, know-how, trade secrets, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, product information, business and financial information and plans, strategies, forecasts, new products, financial statements, budgets, projections, licenses, prices, acquisition plans, costs and lists of customers and suppliers. The term Asuppliers@ as used herein includes, without limitation, information providers, system operators, third-party software and hardware developers and other independent contractors supplying goods or services to the Company. Proprietary Information shall not include information which is now or hereafter is made public by third parties in a lawful manner or made public by parties hereto without violation of this Agreement.
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Related to B Background and Relationship of Parties

  • Relationship of Parties Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

  • Relationship of Parties; No Third Party Beneficiary (a) The relationship between Lender and Borrower will be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement will create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement will constitute Lender as a joint venturer, partner or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations or contracts of Borrower. (b) No creditor of any party to this Loan Agreement and no other Person will be a third party beneficiary of this Loan Agreement or any other Loan Document. Without limiting the generality of the preceding sentence: (i) any arrangement (“Servicing Arrangement”) between Lender and any Loan Servicer for loss sharing or interim advancement of funds will constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness, (ii) Borrower will not be a third party beneficiary of any Servicing Arrangement, and (iii) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

  • Relationship of Advisor and Company The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

  • Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

  • Relationship to Plan This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Parties’ Relationship The parties to the Agreement are independent parties. BNY Mellon, in furnishing the Services, is acting as an independent contractor. BNY Mellon has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by BNY Mellon and its employees, agents, independent contractors and other representatives under the Agreement. At no time shall any such individuals represent himself or herself as an employee of a Fund or be considered an employee of a Fund. BNY Mellon is not a joint venturer with, nor an employee, agent or partner of the Funds and has no authority to represent or bind the Funds as to any matters.

  • Relation of Parties It is the intention of Landlord and Tenant to hereby create the relationship of landlord and tenant, and no other relationship whatsoever is hereby created. Nothing in this Lease shall be construed to make Landlord and Tenant partners or joint venturers or to render either party hereto liable for any obligation of the other.

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