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. 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. 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:
Company Proprietary Information. 5.1.1 For the purposes of this Agreement, "Proprietary Information" shall mean any confidential or proprietary technical information or data (including any in electronic form) disclosed by Company to University staff which is subject to a nondisclosure agreement, except for such information which is already known to the University staff or the general public, or which becomes public knowledge other than by breach of the nondisclosure agreement, or which is properly obtained from a third party not under a confidentiality obligation to Company. All such Proprietary Information shall be marked "Confidential" or "Proprietary" at the time of submission or, if disclosed orally for a Center Project, Company will supply a printed or written summary to confirm its confidential status within thirty (30) days of the oral disclosure. The requirement of reducing oral disclosures to writing shall not apply to Company Designated Projects. The results of any Deliverables under a Company Project shall also be Proprietary Information unless otherwise agreed in writing EXCEPT as provided in Paragraph 5.2.2 below or if the Company chooses a project from those submitted to the MRC for Center sponsorship. Deliverable shall mean all reports, papers, computer codes, and work product generated by University under this agreement and designated as Deliverable work product for a Company-sponsored project.
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. The free dissemination of information is an essential and long-standing policy of the University. However, under exceptional circumstances, the University recognizes that it may properly hold in confidence information supplied by a Company, which the University considers essential for the conduct of the Work. Accordingly, the University's acceptance and use of any proprietary information, which may be supplied by the Company in the course of the Work, shall be subject to the following:
Company Proprietary Information. “Company Proprietary Information” means: (a) all software, specifications, designs, algorithms, publications, templates, training manuals, methodologies, trade secrets, and any other data, information, materials or technology that has been or is, in the future, created or acquired by the Company; (b) any materials, research results, analytical results, reports, data, developments, improvements, Inventions (whether or not patentable or reduced to practice), designs, algorithms, methodologies, trade secrets and other data or technology that the Company prepares, makes, conceives, or devises, solely or jointly with others; and (c) all modifications, improvements, enhancements, additions to, alterations or translations (including translation into different languages) made to the Company Proprietary Information or derivative works derived from the Company Proprietary Information.
Company Proprietary Information. The Consultant recognizes that the Company possesses a proprietary interest in all of the information described in Section 7 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 Consultant, except as otherwise agreed between the Company and the Consultant in writing. The Consultant expressly agrees that any products, inventions, discoveries or improvements made by the Consultant, his agents or affiliates, during the term of this Agreement, based on or arising out of the information described in Section 7 shall be the property of and inure to the exclusive benefit of the Company. The Consultant further agrees that any and all products, inventions, discoveries or improvements developed by the Consultant 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. Notwithstanding the nature of any assets or information contributed to Company by any Member, all patient and customer information developed by Company shall be proprietary to Company and no Member will have any ownership interest in such proprietary information (except to the extent such Member may have an interest in such assets upon the liquidation of Company by virtue of the Member's Interest).
Company Proprietary Information. Company Proprietary Information" means information about the Company disclosed to XXXXXX, 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 financing, marketing, pricing, merchandising, interest rates or sales. During the Term of Engagement, XXXXXX shall inform the Company in writing and obtain approval oft he 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.
