Company Proprietary Information. (a) The Investor hereby agrees to, and to cause its employees, representatives and Controlled Affiliates to, and shall instruct its Affiliates that are not Controlled Affiliates to, keep confidential the Company Proprietary Information and to utilize the Proprietary Information only for purposes related to the purpose for which such information was disclosed. “Company Proprietary Information” shall mean any and all confidential information of the Company, including without limitation non-public information relating to the Company’s finances and results, technology, trade secrets, know-how, customers, business plans, marketing activities, financial data and other business affairs that is disclosed by the Company to the Investor Director, the Observer, the Investor (or its Affiliates and representatives) or is learned by the Investor Director or the Observer while acting in his or her capacity as such; provided, however, that “Company Proprietary Information” does not include any information that: (i) is, or subsequently becomes, publicly available without breach of these confidentiality provisions; or (ii) is or becomes known or available to the Investor from a source other than the Company that, to the receiving party’s knowledge, is not prohibited from disclosing such Company Proprietary Information to the receiving party by a contractual, legal or fiduciary obligation owed by such other third party to the Company.
Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to General, Principal Investigator and other General personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information and who agree in writing to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows:
(a) For the purposes of this Agreement, "Proprietary Information" refers to information of any kind which is disclosed by Company to a Recipient and which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that proprietary information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company in writing within ten (10) working days as being confidential.
(b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that Recipient only in accordance with this Section 3.1(b).
(i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General who require access to it in the performance of this Study and to inform them of the confidential nature of such information.
(ii) Except as provided in subsection 3.1(b)(i), each Recipient shall keep all Proprietary Information confidential unless Company gives specific written consent for release.
(iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use.
(c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i) it is publicly available prior to the date of the Agreement or become...
Company Proprietary Information. For purposes of this Agreement, “Company Proprietary Information” means technical, business, customer, sales, and other information of the Company, whether or not recorded in writing, electronic media, or otherwise, which derives value from not being generally known to the public or to other persons or entities who can obtain value from its disclosure or use, and includes, without limitation, technical and non-technical data, compositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, designs, product plans, lists or information concerning actual or potential customers or suppliers, information regarding business plans and operations, methods and plans of operation, marketing strategies, sales and distribution plans or strategies, cost information, pricing strategies, acquisition and investment plans, and other strategic and tactical plans prepared by the Company or its employees. Company Proprietary Information includes information which is produced or held by the Company’s affiliates and subsidiaries and which is generated by third parties for the Company and that the Company treats, or is obligated to maintain, as confidential. Company Proprietary Information shall not include: (a) any record, data, or information which is in the public domain provided the same is not in the public domain as a consequence of unlawful or unauthorized disclosure by Executive in violation of this Agreement; or (b) record, data or information that has been independently developed through lawful means.
Company Proprietary Information. Gay acknowledges that during his employment, he obtained confidential, proprietary and trade secret information, including but not limited to information relating to the Company's products, plans, designs, financials, and other valuable confidential information. Except as provided under paragraph 4 above, Releasor agrees not to use or disclose any information, not already in the public domain or put in public domain by virtue of Releasor's disclosure, unless required by subpoena or court order and that he will give the Company written notice of such subpoena or court order within five (5) business days' of his receipt of a subpoena or court order to permit the Company to oppose such subpoena or court order if it chooses to do so. No such notice, however, is required if Releasor makes disclosure of confidential information of this Release in the process of exercising his right or ability to file a charge or claim or communicate or cooperate with any federal, state or local agency, including providing documents or other information as set forth under paragraph 4 above. Gay further agrees that he shall return to Xxxxxxx Xxxxx, the Company's General Counsel, or certify as to their destruction, all Company proprietary, confidential or trade secret documents no later than March 20, 2018.
Company Proprietary Information. Company or its licensors own all right, title, and interest, including without limitation all copyright, trademark, and other intellectual property rights, in and to the Pilihan Lampiran mobile application and Pilihan Lampiran Service and all components used in the provision thereof, including without limitation, all software, business methods, business processes, website designs, graphics, text, content, API instructions, trade names, trade secrets, and know-how, and all documentation in relation to the foregoing, used in the provision of the Pilihan Lampiran mobile application and Pilihan Lampiran Service (“Proprietary Information”). Except as expressly stated herein, this Agreement does not transfer any right, title, or interest in the Pilihan Lampiran mobile application, Pilihan Lampiran Service, or Proprietary Information to the Merchant. Company grants to the Merchant a non-exclusive, non-transferable license to display certain logos and trademarks of Company as Company may from time to time designate (“Company Marks”), in the Merchant’s Locations and on the Merchant’s Website(s) for the sole purpose of advising the Merchant’s customers at its Locations and on its Website(s) of Merchant’s acceptance of Pilihan Lampiran Service. The Merchant acknowledges that it is prohibited from any use, reproduction, recompilation, reverse engineering, modification, or distribution of any Pilihan Lampiran mobile application, Pilihan Lampiran Service, or Proprietary Information that is not expressly authorized in this Agreement. Merchant acknowledges that the transactional data processed by Pilihan Lampiran is the property of Pilihan Lampiran for current and future use. Merchant may not sell, resell, assign, or otherwise transfer rights to the Pilihan Lampiran App and Pilihan Lampiran Service or any Proprietary Information. All Proprietary Information may be used only in connection with Merchant’s use of the Pilihan Lampiran Service and must cease immediately upon termination of this Agreement for any or no reason.
Company Proprietary Information. Company Proprietary Information" means information about the Company disclosed to The Consultant, alone or with others, in connection with his engagement by the Company, which is not generally known to the industry in which the Company is or may become engaged about the Company's products, processes, and services, including but not limited to, information relating to customers, sources of supply, personnel, sources of methods of growing, producing, formulating products, marketing, pricing, merchandising, or sales. During the Term of Engagement, The Consultant shall inform the Company in writing and obtain approval of the Company, on an ongoing basis, of the details of any other engagements or transactions, which would result in a conflict with the business of the Company.
Company Proprietary Information. The Employee recognizes that the Company possesses a proprietary interest in all of the information described in Section 8 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee, his agents or affiliates, during the term of this Agreement, based on or arising out of the information described in Section 8 shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee and intended solely for the use of the Company (whether or not able to be protected by copyright, patent or trademark) during the term or any extension hereof shall be promptly disclosed to the Company and shall be used exclusively by the Company.
Company Proprietary Information. During the course of performance under this Agreement, the Reinsurer and its agents, employees and representatives may obtain or have access to certain proprietary information of the Company (“Company Proprietary Information”). The Reinsurer covenants as follows with respect to the Company Proprietary Information:
5.3.1. The Reinsurer will, and will cause its agents, employees and representatives to, (i) keep the Company Proprietary Information strictly confidential; (ii) use the Company Proprietary Information only as necessary to carry out the terms and conditions of this Agreement; and (iii) not disclose such information to others without the prior consent of the Company, except as may be required by law.
5.3.2. The Reinsurer will permit disclosure of Company Proprietary Information only to those agents, employees and representatives of the Reinsurer who require such for purposes of this Agreement and who have been advised of, and have agreed to be bound by, the terms of this Section 5.3.
5.3.3. In the event that the Reinsurer or anyone to whom the Reinsurer discloses the Company Proprietary Information as permitted by this Agreement becomes legally compelled to disclose any of the Company Proprietary Information, the Reinsurer will provide the Company with prompt written notice (within 24 hours) so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that a protective order or other remedy is not obtained or that the Company waives compliance with the provisions of this Agreement, the Reinsurer will disclose only that portion of the Company Proprietary Information which is legally required, and the Reinsurer will make reasonable efforts to obtain assurances that confidential treatment will be accorded the Company Proprietary Information.
5.3.4. The restrictions of this section shall not apply to the Company Proprietary Information if and to the extent that such has entered the public domain or is available to the Reinsurer from a third-party that is not, to the Reinsurer’s knowledge, bound by a confidentiality obligation with respect to such information.
Company Proprietary Information. Employee acknowledges that during his employment with Cal Water, he was provided access to confidential, sensitive, non-public information that is proprietary to Cal Water, including Cal Water’s trade secrets (‘Company Confidential Information).” Employee agrees that all times following the Termination Date, he will preserve and protect, and refrain from using or disclosing to third parties, the Company Confidential Information.
Company Proprietary Information. As used herein, the term “Company Proprietary Information” means Proprietary Information owned by the Company.
