Confidential Information and Proprietary Rights. 1. Producer acknowledges and agrees that Producer will be furnished with, or have access to, certain confidential and proprietary information relating to GBA, GBA and Insurers’/Suppliers’ businesses, including, but not limited to, trade secrets, certain lists or data relating to GBA, GBA and Insurers/Suppliers’ customers and prospective customers, expiration data relating to all insurance policies, certificates and contracts produced by or through GBA, GBA or Insurers/Suppliers, agent and broker lists and records, technical data and reports, computer programs and related documentation, the terms and conditions of GBA and GBA’s relationships with Insurers/Suppliers, preferred provider organizations, policyholders, contract holders, agents, brokers and other contractors, and the data and information relating to such relationships, and certain other information, documents and records relating to GBA, GBA and Insurers’/Suppliers’ services, marketing techniques and plans, and business methods and finances, which information is not generally known to the public (collectively, “Confidential and Proprietary Information”), the disclosure and misuse of which would cause irreparable damage to the business interests and objectives of GBA, GBA and Insurers/Suppliers. Producer further recognizes that GBA and GBA devote significant financial, human and other resources to the development of GBA and GBA’s customer base and the general goodwill associated with their business. As a further condition to, and in consideration of, Producer’s engagement with GBA, Producer hereby agrees to treat any Confidential and Proprietary Information and generally conduct Producer’s relationship with GBA in accordance with the following:
a) During Producer’s engagement with GBA and at all times thereafter, Producer will hold in the strictest confidence and not use in any manner detrimental to GBA, GBA or Insurers/Suppliers or disclose, publish or divulge, directly or indirectly, to any individual or entity any Confidential and Proprietary Information, except as may be required by GBA or under applicable law;
b) Producer shall appropriately maintain and shall not destroy any books, records, files, memoranda, documents or materials of any type, or any copies, excerpts or notes thereof, in any way relating to Producer’s work for GBA, GBA or Insurers/Suppliers’ customers, prospective customers, services, projects, programs or business, except as directed in writing by GBA or Insurers/Suppliers;...
Confidential Information and Proprietary Rights. 4.1 The Employee agrees not to disclose Confidential Information acquired by the Employee during the performance of the Employee's duties pursuant to this Agreement nor use such information for the benefit of any party other than the Company. The Employee agrees and acknowledges that the disclosure of any Confidential Information to the competitors of the Company or to the general public, or the use of the same by the Employee or any competitor of the Company, would be highly detrimental to the interests of the Employer.
4.2 Following termination, the Employee shall neither, directly or indirectly, use nor disclose any Confidential Information except as expressly and specifically authorized in writing by the Company. The Company must approve the publication of any Confidential Information through literature or speeches in advance in writing.
4.3 The Employee further acknowledges that the right to maintain the Confidential Information, the right to preserve the goodwill of the Company and the right to the benefit of any relationships that develop between the Employee and the Company's Affiliates, clients, suppliers and employees of the Company by virtue of the Employee's employment with the Company constitute proprietary rights of the Company, which the Company is entitled to protect.
Confidential Information and Proprietary Rights. 4.1 The Employee agrees not to disclose Confidential Information acquired by the Employee during the performance of the Employee's duties pursuant to this Agreement nor use such information for the benefit of any party other than the Company or its Affiliates. The Employee agrees and acknowledges that the disclosure of any Confidential Information to the competitors of the Company or its Affiliates or to the general public, or the use of the same by the Employee or any competitor of the Company or its Affiliates, would be highly detrimental to the interests of the Employer.
4.2 Following termination, the Employee shall neither, directly or indirectly, use nor disclose any Confidential Information except as expressly and specifically authorized in writing by the Company. The publication of any Confidential Information through literature or speeches must be approved in advance in writing by the Company.
4.3 The Employee further acknowledges that the right to maintain the Confidential Information, the right to preserve the goodwill of the Company and the right to the benefit of any relationships that develop between the Employee and the Company's Affiliates, clients, suppliers and employees of the Company by virtue of the Employee's employment with the Company constitute proprietary rights of the Company, which the Company is entitled to protect.
Confidential Information and Proprietary Rights. During the term of this Agreement, it is acknowledged by HHC and Pegasus that each may receive or have access to confidential and proprietary information of the other party including, but not limited to, software, codes, specifications, database and trade secrets ("Confidential Information"). Except as is necessary in connection with the performance of this Agreement and Pegasus' business, information regarding the reservations and other transactions of HHC processed by Pegasus shall be treated as confidential whether or not so marked or otherwise identified as confidential. Each party acknowledges that it shall not acquire any ownership or other rights in or to Confidential Information of the other, and shall use the Confidential Information only for the purposes of the performance of this Agreement, and shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation without the prior written consent of the other party. Each party acknowledges that it will have no access to and will not use any of the confidential or proprietary information or related property of the other party, other than as specifically provided for in this Agreement. The provisions of this section will remain binding and in force and effect as long as such information remains confidential (other than by breach of this Agreement), notwithstanding the expiration or termination of this Agreement at any time. Any Confidential Information transmitted in writing or by other tangible media shall remain the property of the owner and all originals of such confidential information shall be returned to the owner at its request at the conclusion of this Agreement. Confidential Information shall not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclos...
Confidential Information and Proprietary Rights. 11.1 The term Confidential Information as it is used in this Section shall mean all information which is considered confidential or proprietary to Client, the Blue Door Networks, or to a Client of the Client who may have granted Client the right to use one or more of their computer software systems, in whole or in part.
11.2 Confidential Information shall be deemed to include, but not be limited to, the Trade Secrets, the Proprietary Software, all components of the computer software systems which are used in the conduct of business whether or not those systems are owned by Client or by the Client, and all other information or material relating to the business affairs or procedures of Client or a Client of the Client and its subsidiaries or affiliates.
11.3 With respect to protection of the confidentiality of Confidential Information, Blue Door Networks and Client hereby agree as follows: (a)Confidential Information will not at any time be disclosed, in whole or in part, to any other firm or organization or to any other person who is not of necessity authorized by Client to use the Confidential Information, nor will Blue Door Networks or Client use Confidential Information for any purpose other than in the performance of their authorized duties under the terms of this Agreement; (b) Blue Door Networks and Client agree they will not copy or reprint Confidential Information, in whole or in part, except as may be required in performance of duties required under this Agreement; and (c) Blue Door Networks and Client will protect any Confidential Information which is in their possession by not removing it from an authorized site without prior written permission of the other party to this Agreement. Pursuant to the above, Blue Door Networks may be required to execute a Non‐Disclosure Agreement as required by a client of the Client from time to time.
11.4 Items will not be considered Confidential Information if
(a) Already available to the public other than by a breach of this Agreement, (b) Disclosed to Blue Door Networks by a third party under no obligation of confidentiality to Client and not in connection with the Services provided by Blue Door Networks under this Agreement and such authorized prior disclosure by a third party can be evidenced by a dated writing; or (c) Independently developed by Blue Door Networks outside the Services rendered pursuant to this Agreement and such independent development can be adequately documented. The obligation of confidenti...
Confidential Information and Proprietary Rights. 16.1 Each Party (the "Disclosing Party") will furnish to the other Party (the "Recipient") under this Agreement certain confidential or proprietary information ("Confidential Information") of the Disclosing Party, including information relating to design, manufacturing and applications of HITACHI Products and NANOGEN Products, and procedures and techniques enabling the products to be manufactured and to operate. Only information that is clearly marked by the Disclosing Party as "Confidential" shall be considered as Confidential Information hereunder, and the Recipient has the right to refuse the acceptance of all or part of such Confidential Information. Information will not also not be considered as Confidential Information if it is or becomes a matter of public knowledge without the fault of Recipient, is developed by Recipient without reference to any Confidential Information received from the Disclosing Party, or is received by Recipient from a third person under circumstances permitting its disclosure and free use. The Recipient shall not disclose Confidential Information to any third parties, permit the use of Confidential Information by any third parties, or use such Confidential Information, except in accordance with the uses permitted under this Agreement, or as the Parties may otherwise agree. Upon termination of this Agreement the Recipient shall cease using, and shall forthwith deliver to the Disclosing Party, all Confidential Information of the Disclosing Party that the Recipient then possesses.
Confidential Information and Proprietary Rights. The parties hereby agree and acknowledge that, in the course of performing this Agreement, certain confidential information or trade secrets, including, but not limited to, know-how, curriculum design and implementation, operational techniques, technical information, computer software, training materials, training
Confidential Information and Proprietary Rights. 7.1 The parties anticipate that no confidential information will be shared by one party with the other in the performance of the Professional Services Terms. If this understanding proves to be erroneous, these Professional Services Terms will be amended so that a party may share Confidential Information subject to provisions that reasonably protect the information from unauthorized disclosure or use.
7.2 Each party owns and retains all of its Proprietary Rights that exist on the Effective Date. Zebra owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and these Professional Services Terms do not grant to Customer any shared development rights. Unless otherwise explicitly stated in Section 6.3 herein, the Professional Services Terms do not restrict a party with respect to its own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise) of a party’s Proprietary Rights to the other party.
7.3 Customer hereby grants Zebra and its Affiliates an irrevocable, worldwide, royalty-free, non-exclusive license to: (i) perform the Services with the Customer’s specifications and instructions set forth in the applicable SDD and/or Statements of Work; (ii) use Customer Data and other Customer’s Proprietary Rights that are necessary to perform the Services; and (iii) have third party contractors perform the foregoing on Zebra’s behalf. Zebra may share these Professional Services Terms with any third party to demonstrate its rights to so perform the Services with Customer’s Data and Customer’s Proprietary Rights. Any and all customization and design work related to the Services, and all Zebra-created, Services- related methods, processes, know-how, specifications, documentation and materials, and all improvements, modifications and derivatives of the foregoing, whether in existence on the Effective Date or developed thereafter, and all Proprietary Rights in the foregoing shall be and remain the exclusive property of Xxxxx, and nothing herein or otherwise shall limit Zebra’s right and ability to use or exploit such property. Customer shall promptly execute and cause each of their applicable employees to execute all documents that may be necessary to establish Xxxxx’s ownership of the foregoing, and shall require each employee who may qualify as an inventor, as determined by Xxxxx, to promptly sign all papers requested by Xxxxx for pu...
Confidential Information and Proprietary Rights. In the course of your work with NTC, you have had and will have access to information about NTC that is confidential in nature. You acknowledge that you will keep all such information confidential, and that NTC is the owner of all such information and related proprietary rights. You agree that if requested by NTC you will execute appropriate instruments evidencing your confidentiality obligation and NTC=s proprietary rights.
Confidential Information and Proprietary Rights. 11.1 Solectron and Brocade have executed as of April 21, 1998, as part of this Agreement, a Nondisclosure Agreement for the reciprocal protection of confidential information (the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 "NDA Agreement"), as attached hereto as Attachment 2 and incorporated herein by reference.
11.2 Subject to the terms of the NDA Agreement and the proprietary rights of the parties, Solectron and Brocade agree to exchange, at least semi-annually, relevant process development information and business plans to include market trends, process technologies, product requirements, new product developments, available capacity and other information to support technology advancements by both Solectron and Brocade.
11.3 Solectron acknowledges and agrees that all right, title and interest in and to the Products manufactured by Solectron for Brocade pursuant to this Agreement shall remain with Brocade (and/or its suppliers, as applicable).
