CONFIDENTIAL INFORMATION AND WORK PRODUCT Sample Clauses

CONFIDENTIAL INFORMATION AND WORK PRODUCT. 7.1 The Consultant will not, during the Term or at any time after the termination of his services by the Company, use for himself or others, divulge or convey to others, or aid or abet others to divulge or convey to others, any information, knowledge, data or property relating to the business of the Company, or any of their affiliates, including information relating to employees, customers or suppliers, and intellectual property in any way obtained by him during his association with the Company or in any way obtained by other employees of the Company, unless (i) such information, knowledge, data or property is properly in the public domain other than through a breach of this Agreement; (ii) the Consultant has received prior authorization by the Company or such use divulgence or conveyance is reasonably necessary in the course of the Consultant's duties; or (iii) required by law. All intellectual property and work product conceived or developed by the Consultant during the term hereof enures to the Company absolutely. 7.2 Notwithstanding anything else in this Agreement, it is expressly acknowledged and understood by the Consultant that all of the work product of the Consultant while employed by the Company (both before and after the date of this Agreement) shall belong to the Company absolutely and notwithstanding the generality of the foregoing, all patents, inventions, improvements, notes, documents, correspondence produced by the Consultant during the term of employment hereunder shall be the exclusive property of the Company. The Consultant further agrees to execute without delay or request for further consideration any necessary patent assignments, conveyance or other documents and assurances as may be necessary to transfer all rights to same to the Company. In the event of the termination of the Consultant for any reason hereunder, the Consultant shall promptly turn over to the Company all of the foregoing intellectual property which is evidenced by any physical documentation (whether written, digital, magnetic, electronic or otherwise) or any other of the Company's assets or property in his possession or under his control.
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CONFIDENTIAL INFORMATION AND WORK PRODUCT. 2.1 The Consultant shall at all times maintain the confidentiality of all Confidential Information. The Consultant shall take all such steps as may be necessary to ensure that no Confidential Information is published, disclosed, communicated or otherwise provided or made available to any other person by the Consultant, except with the prior consent of WIMC. The Consultant shall keep the Confidential Information in a secure place at all times and shall comply with WIMC’s instructions with regard to copying, recording or otherwise reproducing any of the Confidential Information.
Sample 1
CONFIDENTIAL INFORMATION AND WORK PRODUCT. SFNPS acknowledges that it is and will continue to be bound by the confidentiality agreement entered into on August 6, 2011 between Xxxxx LLC and Motricity, Inc. (the “Confidentiality Agreement”) SFNPS further agrees that all work product and advice related to this Agreement will belong to Company. In the event of conflict between this Agreement and the Confidentiality Agreement, the Confidentiality Agreement will prevail. Prior to commencing any Services, the SFNPS Professional will execute the confidentiality agreement provided to them by the Company. Notwithstanding the foregoing, the Company acknowledges and agrees that SFNPS is in the business of providing financial and information technology executive and consulting services, and the Company understands that SFNPS will continue these activities. Accordingly, subject to the Confidentiality Agreement and the express terms of this Agreement, nothing in this Agreement will preclude or limit SFNPS from providing services and/or deliverables for other clients due to the possible similarity thereof to materials which might be delivered by SFNPS or the SFNPS Professional to the Company, provided that any such disclosure does not violate any provision of the Confidentiality Agreement or the express terms of this Agreement. In furtherance thereof, the Company hereby grants to SFNPS a non-exclusive, perpetual, irrevocable, royalty-free right and license to use the know-how, ideas, methods, concepts, and processes developed by SFNPS (the “Ideas”) during the course of this Agreement, provided that any such Ideas are permissible to be disclosed as provided for in the Confidentiality Agreement.
Sample 1
CONFIDENTIAL INFORMATION AND WORK PRODUCT a. VIDA acknowledges that MeeMee and its affiliates continually develop MeeMee Confidential Information (as defined below); that VIDA may develop MeeMee Confidential Information for MeeMee or its affiliates; and that VIDA may learn of MeeMee Confidential Information during the course of its engagement. VIDA will comply with the policies and procedures of MeeMee and its affiliates for protecting MeeMee Confidential Information and shall not disclose to any person or use, other than as required by applicable law or for the proper performance of its duties and responsibilities to MeeMee and its affiliates, any MeeMee Confidential Information obtained by VIDA incident to its engagement or other association with MeeMee or any of its affiliates. VIDA understands that this restriction shall apply to its Members and its direct or indirect employees and shall continue to apply after its engagement hereunder terminates, regardless of the reason for such termination. b. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of MeeMee or any of its affiliates and any copies, in whole or in part, thereof (“Documents”), whether or not prepared by MeeMee, but excluding the VIDA Assets, shall be the sole and exclusive property of MeeMee. VIDA shall safeguard all Documents and shall surrender at the time its engagement hereunder terminates, or at such earlier time or times as MeeMee may specify, all Documents and all other property of MeeMee and its affiliates then in the VIDA’s possession or control. c. For purposes hereof, “MeeMee Confidential Information” shall mean any and all information of MeeMee and its affiliates that is not generally known by those with whom MeeMee or any of its affiliates competes or does business, or with whom MeeMee or any of its affiliates plans to compete or do business, including without limitation (i) information related to its products, technical data, methods, processes, know-how and inventions, (ii) the development, research, testing, marketing and financial activities and strategic plans of MeeMee and its affiliates, including the MeeMee Assets, (iii) the manner in which they operate and their business plans and strategies, (iv) their costs and sources of supply, (v) the identity and special needs of the customers and potential customers and its affiliates and (vi) the persons and entities with whom MeeMee and its affiliates have business relationships and the nature a...
Sample 1
CONFIDENTIAL INFORMATION AND WORK PRODUCT. You agree that during the Consulting Period and thereafter, you will not use or disclose, other than in furtherance of the Consulting Services, any confidential or proprietary information or materials of the Company, including any confidential or proprietary information that you obtain or develop in the course of performing the Consulting Services. You agree that any and all ideas, improvements, invention and works of authorship (collectively, “Work Product”) conceived, written, created or first reduced to practice in the course of performing the Services shall be the sole and exclusive property of the Company and you hereby irrevocably, absolutely and perpetually assign to the Company all rights, title and interest, including intellectual property rights, in and to any and all such ideas, improvements, inventions and works of authorship. For avoidance of doubt, nothing herein shall give the Company any rights or interests in any Work Product created outside of your performance of the Services and without reliance on or use of any Company confidential or proprietary information or trade secrets.
Sample 1
CONFIDENTIAL INFORMATION AND WORK PRODUCT 
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CONFIDENTIAL INFORMATION AND WORK PRODUCT 
Sample 1Sample 2Sample 3See All (6)
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Related to CONFIDENTIAL INFORMATION AND WORK PRODUCT

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

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