Common use of Confidentiality and Intellectual Property Rights Clause in Contracts

Confidentiality and Intellectual Property Rights. (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

Confidentiality and Intellectual Property Rights. (a) 11.1 The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with negotiation, execution and articles of this Agreement includes disclosing party's confidential and proprietary any information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement, shall be kept in strict confidential by the Seller Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”: (1) The materials that are known by the general public (but not including the materials disclosed by a Party receiving the materials in breach of this Agreement); (2) The materials required to be disclosed subject to the Buyer applicable laws or the rules or provisions of any stock exchange. The materials disclosed by each Party to its legal or financial consultants relating to the transactions under this Agreement, provided the legal or financial consultants shall comply with the confidentiality provisions set forth in this Section. The disclosure of the Confidential Information by staff or employed institution of any Party shall be owned deemed as the disclosure of Confidential Information by such Party, and such Party shall bear the liabilities for breaching the contract. 11.2 If this Agreement is terminated or becomes invalid or unenforceable, the validity and enforceability of Article 11 shall not be affected or impaired. 11.3 Party B shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, whether developed solely by Party B or jointly by Party A and Party B, or developed by Party B based on any intellectual property owned by Party A, or developed by Party A based on any intellectual property owned by Party B, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others (“Intellectual Property”). To the Seller and shall remain its property. Buyer maximum extent permitted by law, in the event of any such Intellectual Property cannot be fully vested in Party B, Party A agrees upon request to transfer the same to Party B for free, or if this is not allowed possible, hereby grants a sole and exclusive (i.e., Party A and any other third parties are all excluded for use), worldwide, royalty free license to Party B to the subject Intellectual Property. Party A shall not, except with the written authorization of Party B, use, or permit any third party to fabricate the Products use, any Intellectual Property of Party B. 11.4 The Parties agree that this Article 11 shall survive changes to, and rescission or any parts thereoftermination of, this Agreement. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

Confidentiality and Intellectual Property Rights. (a) 8.1. The parties acknowledge that Online Scientist and the client will only use the confidential information they receive under this Agreement for the purpose for which it is provided. Data will in any case be considered confidential if the disclosing party submits client or The Online Scientist has designated it as such. 8.2. All rights of intellectual property and industrial property rights to the receiving party software, websites, databases, equipment or other materials such as analyses, designs, documentation, reports, quotations and preparatory material made available to the client on the basis of the agreement will be vested exclusively in connection with this Agreement includes disclosing party's confidential and proprietary informationThe Online Scientist, both of a technical and commercial nature. Receiving party agrees not to disclose such information to its licensors or its suppliers and/or third parties without disclosing party's prior written consentwho have made a creative contribution to the realisation of the works on behalf of The Online Scientist. (b) 8.3. The client is not permitted to remove or modify any markings regarding the confidential nature or copyrights, trademarks, trade names or any other intellectual property rightsright from the software, copyrights and other rights connected therewithwebsites, in respect of drawingsdatabases, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products equipment or any parts thereofmaterials. (c) 8.4. The Buyer is obliged to inform the Seller of any intellectual property rights that may exist client will with respect to the Equipment if Services work delivered only acquire the rights of use that are rendered for Equipment not supplied expressly granted by the Selleragreement, these terms and conditions and the law. Any other or more extensive right of the client to reproduce and publish the work is not permitted. The client may not transfer its right of use to third parties. 8.5. The Online Scientist will upon the delivery of original texts and designs designated as such and other works within the meaning of the Copyright Act grant an exclusive licence for the one-off publication right and exclusively for the agreed use. Republication in the agreed medium, publication in any other medium and any use other than agreed upon is not permitted without the express written consent of The Online Scientist. The Online Scientist may charge a fee for its permission. 8.6. Attribution is mandatory in case of copyright-protected works, unless The Online Scientist has major practical objections to this. 8.7. In case the event of third-party claims that significant changes to the original provided text, which are indicated as such and are not approved by The Online Scientist, The Online Scientist may be asserted prohibit the use of its text on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants Copyright Act. If this situation leads to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of premature termination of the Agreement agreement, the license terminates and all copies client will reimburse the costs insofar as the agreement has been executed, as well as to provide compensation for that part of the software and the documentation shall be returned assignment that has not yet been carried out. 8.8. Regarding copyright-protected work that is delivered to the Seller promptly after terminationgovernment, the client will, upon publication, always make the copyright reservation as referred to in Article 15b of the Copyright Act. The application of this article covers both the publication by and on behalf of the government. 8.9. In the event of infringement of the copyright of original texts and designs indicated as such, the client will be liable for damages. Infringements of the copyright of The Online Scientist include: a) reuse of its work without permission; b) publication in any medium other than as agreed; c) damage to its work; d) publication without attribution. 8.10. The above provisions also apply to texts and drafts obtained by The Online Scientist from third parties. 8.11. The client acknowledges that the software is of a confidential nature and that it contains the business secrets of The Online Scientist, its supplier or the software producer.

Confidentiality and Intellectual Property Rights. (a) The parties acknowledge that the information which the disclosing party submits Parties have prior to the receiving party in connection with this Agreement includes disclosing party's confidential entered into a Confidential Disclosure Agreement, dated July 13, 2009, attached to this Agreement as Appendix 3. The Parties agree that all their obligations and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by under the Seller to the Buyer aforementioned Confidential Disclosure Agreement shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist apply also with respect to the Equipment if Services Parties co-operation under this Agreement. The Parties acknowledge that Nycomed is and shall at all times remain the sole owner of all inputs provided by Nycomed under this Agreement (e.g. other study materials, equipment, confidential information) as well as all results and outputs (e.g. all documents like records, results, data stored in respective databases, specimen and other study materials) related to the activities provided hereunder. The EXTERNAL PROVIDER hereby assigns or procure the assignment to Nycomed of any and all rights, title, and interest that the EXTERNAL PROVIDER may have in any and all inventions, improvements, discoveries, developments, trade secrets, software or other intellectual property, developed as a result of performing activities for Nycomed under this Agreement and that are rendered for Equipment not supplied related to the Nycomed Product ("Intellectual Property"). Upon request from Nycomed, the EXTERNAL PROVIDER shall execute such further assignments, documents, and other instruments as may be necessary to assign Intellectual Property to Nycomed and to assist Nycomed, at Nycomed's costs and expenses in applying for, obtaining and enforcing patents or other rights with respect to any Nycomed Intellectual Property. Delivery of the Product shall be made [***] from the Subcontractor's Facility unless otherwise mutually agreed. Title as the EXTERNAL PROVIDER has in Products and risk of loss or of damage to Products shall remain with the EXTERNAL PROVIDER until Products are loaded onto the carrier's vehicle by the Seller. In case EXTERNAL PROVIDER for shipment at the Subcontractor's Facility at which time title and risk of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment loss or Products not delivered by the Seller, the Buyer damage shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants transfer to the Buyer a non-exclusive and non-transmissible right Nycomed. Any shipment from Nycomed or Nycomed subcontractor to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license EXTERNAL PROVIDER shall be unlimited in time and free of charge, if not otherwise agreed. Neither made [***] the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after terminationSubcontractor's Facility.

Confidentiality and Intellectual Property Rights. 11.1 Seller shall consider all information furnished by Buyer hereunder (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary informationincluding, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rightslimitation, copyrights and other rights connected therewith, in respect of drawings, specifications, documentsdiagrams, data standards, or other documents furnished by Buyer or prepared by Seller for Buyer in connection with the Order) to be confidential and software made available shall not disclose any such information to any other person, or use or copy such information itself for any purpose other than performing the Order, unless Seller has obtained Buyer's prior written approval. Seller shall use at least the same degree of care to prevent unauthorized disclosure of such information as for its own information of a similar nature, but in no event less than reasonable care. In the event of any disclosure or loss of such information, Seller will notify Buyer immediately. There is no right for retention. Seller's confidentiality obligations shall survive the termination or expiration of the Order. 11.2 Unless otherwise agreed in writing, no information disclosed in any manner or at any time by the Seller to the Buyer shall will be owned deemed secret or confidential, and Seller will have no rights against Buyer with respect thereto except such rights as may exist under patent laws. 11.3 Seller retains ownership of any patent, know-how, trade secret, trademark, service mark, copyright, or other intellectual property right that (i) is conceived solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof.employees and (cii) is related to the Goods or is otherwise provided to Buyer in connection with the supply of the Goods ("Seller's Intellectual Property Rights"). The foregoing notwithstanding, Buyer is obliged to inform the Seller of any retains ownership of, and Seller's Intellectual Property Rights do not include specifications or other intellectual property rights (whether embodied in tooling or the Goods) that may exist with respect are created by Seller or its subcontractors pursuant to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds instructions of the existence Buyer or as a result of intellectual property rights on development or tooling costs that are funded by Buyer or are otherwise amortized into the Equipment or Products not delivered by price of the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claimsGoods. (d) With regard to software the 11.4 Seller grants to the Buyer a non-exclusive exclusive, royalty-free, irrevocable right and license, including the right to sublicense, to use Seller's Intellectual Property Rights for any purpose, including the right to: (i) make, have made, sell, offer to sell and distribute products anywhere in the world; (ii) repair, rebuild, reconstruct, and relocate the Goods; and (iii) reproduce copyrighted materials related to the Goods, distribute such copyrighted materials to customers and others, publicly display and prepare derivative works based upon such copyrighted materials. Seller shall, at Xxxxx's election and Xxxxxx's expense, either procure for Buyer the right to continue using such Goods, or replace same with equivalent non-transmissible right to use infringing goods, or modify such Goods so they become non-infringing, or remove same and refund the intellectual property rightpurchase price, in machine-readableincluding transportation, object code forminstallation, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time removal and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after terminationcharges incidental thereto.

Confidentiality and Intellectual Property Rights. claimed to be defective may be returned prepaid to 9.1 All intellectual property, including without limitation, all Company’s plant for inspection in accordance with return drawings, installation instructions, documents, confidential shipping instructions that Company shall furnish to the records, computer software and other information supplied Customer forthwith upon receipt of the Customer’s notice of by the Company or otherwise obtained by the Customer, claim. If the claim is established, Company will reimburse the whether produced by itself or a third party, are supplied on Customer for all shipping costs incurred in connection with the express understanding that all intellectual property rights such return. are reserved to the Company (or the third party) and that the 7.7 The foregoing warranty shall not apply (a) if the Goods have Customer will not, without the written consent of the been subject to improper storage, accident, misuse or Company, give away, loan, exhibit or sell any such intellectual unauthorized modifications or alterations, or have not been property or other information or extracts from them, or installed, operated, and maintained in accordance with copies of them, or use them in any way except in connection procedures approved by the Company, or (b) to any with the Goods in respect of which they are issued. components manufactured by the Customer or a third party 9.2 All claims for alleged infringement of patents, trademarks, not approved by the Company. registered designs, design rights or copyright received by the 7.8 The parties acknowledge that Customer shall indemnify and keep the information which the disclosing party submits Company Customer relating to the receiving party Goods must be notified immediately indemnified in full against all and any direct, indirect or to the Company. If requested by the Company, the Company consequential liabilities (all three of which terms include shall be entitled to have conduct of any proceedings relating without limitation loss of profit, loss of business, depletion of to any such claim in such manner as the Company thinks fit goodwill and like loss), losses, claims, damages, costs and and the Customer will provide the Company such reasonable expenses (including all legal and other professional expenses) assistance as the Company may request. The cost of any such awarded against or incurred or paid by the Company as a proceedings will be borne by the Company. result of or in connection with this Agreement includes disclosing party's confidential and proprietary information, both any breach of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software the Contract by 9.3 If any allegations shall be made available by against the Seller Customer to the Buyer shall be owned solely by the Seller Customer and shall remain its property. Buyer is not allowed death or personal injury to permit the Company’s effect that the supply of the Goods infringes the intellectual employees or agents while such employees or agents are on property rights of any third party or the Company has reason any premises of the Customer in connection with the to fabricate believe that such allegation is likely to be made, the Products Contract. Without limiting the foregoing, the Customer shall Company may at its option and expense modify or replace the indemnify the Company against all claims by any parts thereof. third parties Goods so as to avoid the infringement (c) The Buyer is obliged to inform but without adversely for any claims, loss, damage or expense resulting from the Seller affecting the overall performance of the Goods), or obtain for breach by the Customer of any intellectual property rights that may exist with respect to of its obligations under these the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds benefit of the existence of intellectual property rights on Customer the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard right to software the Seller grants to the Buyer a non-exclusive and non-transmissible right continue to use the intellectual property rightTerms, in machineincluding without limitation, any modification, misuse, Goods, or repurchase the Goods at the Contract Price as or unapproved alteration of, or use of non-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software approved reduced by a reasonable provision for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipmentdepreciation. If the Buyer exchanges components with, the agreed EquipmentGoods. Company pursues any of such options, new software has to be purchased and installedthe Customer will have 8. In case of termination of TERMINATION no rights or remedies against the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.Company arising directly or