Confidential and/or Proprietary Information. This clause shall apply to the oral or written communication between the parties, including the Government, AMTC Members, Buyer, and Xxxxxx; however, Article XI, Data Rights and Copyrights, shall control the rights in data for all data delivered and to be delivered in the performance of this Agreement and each Project Agreement.
Confidential and/or Proprietary Information. (A) “Confidential Information” and/or “Proprietary Information” (hereinafter referred to as “Proprietary Information”) shall, for the purpose of this Agreement, mean: (i) information, knowledge or data disclosed by Buyer to Seller, regardless of whether disclosed in written, tangible, oral, visual or other form, which is related to the subject of this Agreement; (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample products, equipment, or other objects or material, including software, to Seller, the items so received and any information contained therein shall be treated as Proprietary Information disclosed to Seller under this Agreement. Furthermore, any and all information obtained or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreement. All Proprietary Information disclosed in any documentary or tangible form, whether in written or electronic form may be marked “Proprietary” or “Confidential” and if the Information is not so identified, it will be considered Proprietary if by its very nature or the circumstances under which it is disclosed one would reasonably consider it to be Proprietary. Seller shall use Buyer’s Proprietary Information solely for the purposes of supporting the current business relationship with Xxxxx and not for any other purpose. Seller shall not disclose Buyer’s Proprietary Information to any third party without Xxxxx’s express written consent. Seller may disclose Xxxxx’s Proprietary Information to contract workers, consultants and agents of Seller who have a need to know and who have executed agreements with Seller obligating them to treat such information in a manner consistent with the terms of this Agreement.
(B) Notwithstanding the foregoing provisions, this Agreement shall not restrict or affect Seller’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of Seller; or (2) which Seller can show, as reflected by its written documents, that it was known to it prior to the disclosure by Buyer; or (3) which is disclosed to Seller by a third p...
Confidential and/or Proprietary Information. The Employee agrees that Employee has not and in the future will not use or disclose to any third party Confidential Information, unless compelled by law and after notice to Xxxxxx Laboratories., and further agrees to return all documents, disks, or any other item or source containing Confidential Information, or any other Xxxxxx Laboratories, property, to Xxxxxx Laboratories upon execution of this Agreement. If the Employee has any question regarding what data or information would be considered by Xxxxxx Laboratories to be information subject to this provision, the Employee agrees to contact Xxxxxx Laboratories for clarification.
Confidential and/or Proprietary Information. (a) At the beginning and throughout Executive's employment with the Company, he will receive certain sensitive, proprietary, trade secret and/or confidential information about the Company. Executive agrees that his employment creates a relationship of confidence and trust with the Company with respect to such proprietary, trade secret and/or confidential information of the Company. Executive further agrees to enter into the Company's Proprietary Information Agreement ("Proprietary Information Agreement") attached as Exhibit A to this Agreement. Executive further agrees that during his employment and at all times after termination of his employment, Executive will keep in confidence and trust all proprietary, trade secret and/or confidential information of the Company and will not disclose such information without the written consent of the Company, except as may be necessary in the ordinary course of performing Executive's duties to the Company. Confidential information that later becomes available in the public domain would be excluded from this provision. Executive further agrees that, upon the termination of his employment with the Company, for any reason, Executive will return to the Company all of the Company's property, confidential information, and proprietary information provided to him during his employment.
(b) In consideration of the covenants of the Company in this Agreement, the receipt by Executive of proprietary, trade secret and/or confidential information of the Company, and other good and valuable consideration, Executive acknowledges and agrees as follows: At any time within one year after separation of Executive's employment with the Company for any reason, Executive, without the Company's written consent, will not himself personally, directly or indirectly, alone or in the role of a partner, joint venturer, officer, director, employee, consultant, agent or stockholder (other than a less than 5% stockholder of a publicly traded Company) (i) knowingly engage in activity which is in material, direct competition with the Company's business with the use of the specific products, trade secrets, proprietary information, and/or services of the Company, as existed at the Company at the date of termination; (ii) knowingly solicit any of the Company's employees or customers (unless the customers are generally known as customers in the market/business at issue), (iii) solicit for hire or actively encourage employees or consultants to leave the Com...
Confidential and/or Proprietary Information. The Employee agrees that Employee has not and in the future will not use or disclose to any third party Confidential Information, unless compelled by law and after notice to BlueLinx Corporation, and further agrees to return all documents, disks, or any other item or source containing Confidential Information, or any other BlueLinx Corporation property, to BlueLinx Corporation upon execution of this Agreement. If the Employee has any question regarding what data or information would be considered by BlueLinx Corporation to be information subject to this provision, the Employee agrees to contact BlueLinx Corporation’s Legal department in writing for written clarification.
Confidential and/or Proprietary Information. 3.1 All right, title and interest (including all intellectual property rights embodied therein) in and to the Software and will remain the sole and exclusive property of TESSALink. This XXXX and the Agreement grant End User no title or right of ownership in or to the Software, or any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the Software, enhancements, modifications or improvements thereto. Company and End User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of TESSALink or its affiliates in the Software. Company and End User may not remove or alter any of TESSALink’s proprietary or copyright notices, trademarks or logos.
3.2 End User shall consider the Software and TESSALink intellectual property, including all related technical and business information, whether disclosed in oral, visual or written form, to be confidential and proprietary to TESSALink. End User shall maintain confidentiality of all such confidential information, and without obtaining the written consent of TESSALink, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through End User’s or Company’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.
Confidential and/or Proprietary Information. 14.1.1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i) the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project.
Confidential and/or Proprietary Information. 8.1 Each party acknowledges that it will have access to, be making use of, acquiring and/or adding to confidential business information of special and unique value including, but not limited to, trade secrets of the other party, in connection with provision of the services under this SUBCONTRACT (collectively, the "Confidential Information"). The parties agree that neither party will, during or after the Term, copy, disclose, distribute or make use of any Confidential Information for its own benefit or for the benefit of a business or entity other than the other party to this SUBCONTRACT without the prior written consent of such party and shall maintain the confidentiality of the Confidential Information. At the request of the disclosing party, the receiving party shall return to the disclosing party all memoranda, notes, copies, drawings, abstracts, records or other documents, and all copies thereof, concerning any Confidential Information. Subject to applicable laws, the provisions of the confidential treatment of the Confidential Information shall not apply to any such information which is (i) or becomes publicly known through no wrongful act of the receiving party; (ii) rightly received by the receiving party from a third party; (iii) approved for such use or disclosure by the disclosing party in writing; (iv) independently developed by the receiving party; or (v) required to be disclosed to any governmental agency or is required by any subpoena, summons, order or other judicial process, provided however that the receiving party shall give at least fourteen days written notice to the other party prior to disclosing such information.
8.2 CONTRACTOR and SUBCONTRACTOR shall ensure that each of its employees, independent contractors and/or subcontractors privy to this SUBCONTRACT or involved in any way with this SUBCONTRACT shall comply with the obligations of confidentiality imposed by this Section. In applicable situations, SUBCONTRACTOR will execute a confidentiality SUBCONTRACT with independent contractors and/or subcontractors, which will provide CONTRACTOR the full protection of information as provided herein. SUBCONTRACTOR shall be fully responsible for the actions of its employees, independent contractors, and subcontractors. Use of subcontractors or independent contractors to perform work related to this SUBCONTRACT shall be subject to CONTRACTOR'S prior written approval.
8.3 The provisions of this Section shall survive the termination or expirati...
Confidential and/or Proprietary Information. Executive acknowledges that during his employment, Executive learned (and/or may learn) and came into contact with (and/or will come in contact with), certain confidential and/or proprietary information and trade secrets of the Company and the Bank and their respective affiliates and subsidiaries (collectively, “Confidential Information”). Executive acknowledges that Confidential Information includes, without limitation, trade secrets, client lists and information, personnel information, financial data, long range or short-range plans, or other data and information concerning the Company or the Bank or the affairs that the Company or the Bank has not previously disclosed to the public, and any confidential information of others provided to the Company or the Bank. Confidential Information includes information in any form, whether tangible or intangible, including without limitation all notes, records, drawings, handbooks, manuals, policies, contracts, memoranda, other documents, software, electronic files, discs, drives, other electronic data and tapes. Executive agrees that Confidential Information is and shall remain the exclusive property of the Company and the Bank, and Executive shall not disclose to any person or entity, use for his own benefit, copy, or make notes of any Confidential Information, except as and only to the extent expressly authorized by an officer of the Company or the Bank (other than Executive), in writing. Executive acknowledges that a breach or threatened breach of the terms of this confidentiality provision by Executive would result in material and irreparable injury to the Company and the Bank, and that it would be difficult or impossible to establish the full monetary value of such damage. Therefore, in addition to any other legal or equitable relief a court may award, the Company and the Bank shall be entitled to injunctive relief in the event of Executive breaches or threatens to breach any of the terms contained in this provision concerning Confidential Information. Notwithstanding the foregoing, notice is hereby provided that, in accordance with the Defend Trade Secrets Act of 2016, Executive is immune from liability and shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (as that term is defined in the Defend Trade Secrets Act of 2016) that is made in confidence to a federal, state, or local government official, either directly or indirectly, or t...
Confidential and/or Proprietary Information. Employee acknowledge that during employment, Employee learned and came into contact with certain confidential and/or proprietary information and trade secrets of the Company, Cambridge, and their respective affiliates and subsidiaries (collectively, “Confidential Information”). Employee acknowledges that Confidential Information includes, without limitation, trade secrets, client lists and information, personnel information, financial data, long range or short range plans, or other data and information concerning the Company or its affairs that the Company has not previously disclosed to the public, and any confidential information of others provided to the Company. Confidential Information includes information in any form, whether tangible or intangible, including without limitation all notes, records, drawings, handbooks, manuals, policies, contracts, memoranda, other documents, software, electronic files, discs, drives, other electronic data and tapes. Employee agrees that Confidential Information is and shall remain the exclusive property of the Company, and Employee shall not disclose to any person or entity, use for his own benefit, copy, or make notes of any Confidential Information, except as and only to the extent expressly authorized by an officer of the Company, in writing.
