Common use of Confidentiality and Ownership Clause in Contracts

Confidentiality and Ownership. (a) Consultant recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Consultant or (b) information that subsequently becomes public through no wrongful act or omission of Consultant. Consultant agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not disclosed to Consultant. Consultant agrees to take all reasonable precautions to safeguard the confidentiality of such information. (b) All information, inventions and data, regardless of form, generated by Consultant in the performance of services under this Agreement is created as a work for hire and will be the sole property of the Company. In the event that the copyright or other intellectual property right in any data, inventions or information generated by Consultant in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant hereby agrees to, and hereby does, assign to the Company all right, title and interest, worldwide, in and to such copyright or other intellectual property. Consultant further agrees that he will, at the expense of the Company for any out of pocket expenses incurred by Consultant in so doing, provide any reasonable assistance required by the Company in order to enable it to perfect such rights. Consultant agrees not to challenge the Company’s ownership of any such rights and not to take any position that is adverse to the Company’s interests therein. (c) In connection with any patentable inventions conceived or first actually reduced to practice in connection with this Agreement, Consultant will, at the expense of the Company for Consultant’s out of pocket expenses in rendering such assistance, furnish the Company with such information and assistance as is reasonably sufficient to enable the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein in the Company.

Confidentiality and Ownership. (a) Consultant recognizes a. MISMO shall, except where a provision of this Agreement provides otherwise or as otherwise required by any applicable law, maintain in confidence all non-public information the Applicant discloses to MISMO in connection with its Application for Compliance Certification. Except as provided in this Agreement, no license, express or implied is granted by the Applicant to MISMO by virtue of such disclosure and acknowledges that MISMO shall not use any such information except for the Company possesses certain purposes of this Agreement. MISMO’s obligations under this Section 5 shall be limited to taking such steps as it ordinarily takes to preserve its own confidential information that constitutes of a valuable, special like nature. The obligations of non-disclosure and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or non-use set forth in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but this Agreement shall not include (a) apply to any item of information that was already within which: i. is in the public domain at any time (but without prejudice to any Person's rights of action against another Person who wrongfully causes or permits such information to be in the time public domain); ii. was rightfully in MISMO's possession without obligation of confidence prior to its disclosure pursuant to this Agreement, or is subsequently independently developed by MISMO's employees having no access to the information disclosed by Applicant hereunder; iii. is acquired subsequently rightfully obtained without obligation of confidence by Consultant MISMO from a source other than the Applicant as evidenced by written records; or iv. is required to be disclosed by order of any court of competent jurisdiction. b. Information regarding the specific results of the MISMO Standard Level Compliance Certification Assessment (other than the fact that certification has been issued, when applicable) shall not be disclosed, without Applicant’s permission, in any publicly available document or to any third party by MISMO, those individuals involved in the Appeals process hereunder, the Applicant, or any party acting on the Applicant’s behalf, unless required to do so under any applicable law. c. Lastly, Applicant acknowledges and agrees that electronic communications and databases are subject to errors, tampering and break-ins and that, notwithstanding the efforts of MISMO to implement reasonable security precautions, MISMO does not guarantee or warrant that such events will not take place. Applicant agrees to follow all access and security procedures provided from time to time by MISMO, and Applicant will not attempt, nor will Applicant aid or abet any other person in any attempt, to circumvent or otherwise interfere in any way with any security precautions or measures of MISMO. d. Applicant acknowledges that the MISMO Intellectual Property is the exclusive and sole property of MISMO or its licensors. Applicant agrees that: (a) it will not contest the ownership or validity of the MISMO Intellectual Property; and (b) information that subsequently becomes public through no wrongful act it will not use or omission of Consultant. Consultant agrees that all of register in any country the confidential information is and shall continue to be the exclusive property of the CompanyMISMO Intellectual Property, whether or not disclosed to Consultant. Consultant agrees to take all reasonable precautions to safeguard the confidentiality of such information. (b) All informationtrade names, inventions and data, regardless of form, generated by Consultant in the performance of services under this Agreement is created as a work for hire and will be the sole property of the Company. In the event that the copyright or other intellectual property right in any data, inventions designations resembling or information generated by Consultant in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant hereby agrees to, and hereby does, assign that are confusingly similar to the Company all right, title and interest, worldwide, in and to such copyright or other intellectual property. Consultant further agrees that he will, at the expense of the Company for any out of pocket expenses incurred by Consultant in so doing, provide any reasonable assistance required by the Company in order to enable it to perfect such rights. Consultant agrees not to challenge the Company’s ownership of any such rights and not to take any position that is adverse to the Company’s interests thereinMISMO Intellectual Property. (c) In connection with any patentable inventions conceived or first actually reduced to practice in connection with this Agreement, Consultant will, at the expense of the Company for Consultant’s out of pocket expenses in rendering such assistance, furnish the Company with such information and assistance as is reasonably sufficient to enable the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein in the Company.

Confidentiality and Ownership. 12.1 The Employee undertakes and agrees, that in consideration of the employment with the Company and the salary and other compensation that he/she has and will receive during the employment, shall abide with the following: (a) Consultant recognizes and acknowledges that He/She shall not without the Company possesses certain confidential information that constitutes a valuableCompany’s prior written permission, special and unique asset. As used hereineither directly or indirectly disclose to any person, the term “confidential information” includes all information and materials belonging tofirm, used bycompany or other body corporate for any purpose or use, or in the possession permit any person to examine or make copies of, any documents, materials or records that contain or are derived from any Confidential Information of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Consultant or (b) information that subsequently becomes public through no wrongful act or omission of Consultant. Consultant agrees that all of the confidential information is and shall continue to be the exclusive property of other than for the Company’s business, whether or not disclosed to Consultant. Consultant agrees to take all reasonable precautions to safeguard both during and after his/her employment with the confidentiality of such informationCompany. (b) All informationThe Employee will comply with, inventions and datado all things necessary to permit the Company to safeguard its Confidential Information. (c) The Employee expressly agrees and undertakes that at any time during and after his/her employment with the Company, regardless of form, generated by Consultant he/she shall have no proprietary interest in the performance of services under this Agreement is created as a work for hire any Developments. (d) The Employee acknowledges and will agrees that all Developments and Employee Intellectual Property are and shall be the sole property of the Company. In the event Company and that the copyright or other intellectual property right in any data, inventions or information generated by Consultant in Company shall not be required to designate him/her as the performance of services under this Agreement does not automatically vest in the Company by law, Consultant hereby agrees to, author thereof. The Employee undertakes to promptly disclose all Developments and hereby does, assign Employee Intellectual Property to the Company all right, title Board and interest, worldwide, in and to such copyright or other intellectual property. Consultant further agrees that he willshall, at the expense Company’s request and at the cost of the Company for any out of pocket expenses incurred by Consultant in so doingCompany, provide any reasonable assistance required by the Company in order do all things that may be necessary and appropriate to enable it to perfect such rights. Consultant agrees not to challenge establish the Company’s ownership of any such rights the Developments and Employee Intellectual Property including, but not to take any position that is adverse limited to, the execution of the appropriate applications or assignments, production of documents and evidence to the Company’s interests therein. (c) In connection with any patentable inventions conceived or first actually reduced to practice appropriate authorities etc. The Employee further acknowledges and agrees that this Agreement shall operate as a perpetual, written assignment in connection with this Agreement, Consultant will, at the expense favour of the Company for Consultant’s out of pocket expenses any right, title or interest that the Employee may have in rendering such assistancerespect of the Employee Intellectual Property and/or Developments. The Company shall have the perpetual and exclusive right to use, furnish exploit or deal with the Employee Intellectual Property and Developments in its sole discretion. 12.2 Nothing contained in Clause 12.1 shall prevent the Employee from sharing information with other employees of the Company with such information and assistance as is reasonably sufficient to enable may be genuinely required for the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest due performance of the full right and title therein in the CompanyEmployee’s duties.

Confidentiality and Ownership. (a) Consultant Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Consultant Contractor or (b) information that subsequently becomes public through no wrongful act or omission of ConsultantContractor. Consultant Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not disclosed to ConsultantContractor. Consultant Contractor agrees to take all reasonable precautions to safeguard the confidentiality of such information. (b) All information, inventions and data, regardless of form, generated by Consultant Contractor in the performance of services under this Agreement is created as a work for hire and will be the sole property of the Company. In the event that the copyright or other intellectual property right in any data, inventions or information generated by Consultant Contractor in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant Contractor hereby agrees to, and hereby does, assign to the Company all right, title and interest, worldwide, in and to such copyright or other intellectual property. Consultant Contractor further agrees that he will, at the expense of the Company for any out of pocket expenses incurred by Consultant Contractor in so doing, provide any reasonable assistance required by the Company in order to enable it to perfect such rights. Consultant agrees not to challenge the Company’s ownership of any such rights and not to take any position that is adverse to the Company’s interests therein. (c) In connection with any patentable inventions conceived or first actually reduced to practice in connection with this Agreement, Consultant will, at the expense of the Company for Consultant’s out of pocket expenses in rendering such assistance, furnish the Company with such information and assistance as is reasonably sufficient to enable the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein in the Company.such

Confidentiality and Ownership. (a) Consultant Executive recognizes and acknowledges that the Company possesses certain confidential information Confidential Information that constitutes a valuable, special special, and unique asset. As used herein, the term “confidential informationConfidential Information” includes all information and materials belonging to, used by, or in the possession of Company regarding the Company relating to its terms of this Agreement or the Company’s operations, products, processes, services, technology, inventions, potential patents, ideas, contracts, financial information, developments, research, business strategies, pricing, current and prospective customers, marketing plans plans, employees, contractors, vendors, licensors, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Consultant Executive, or (b) information that subsequently becomes public through no wrongful act or omission of Consultantthe Executive. Consultant Executive agrees that all of the confidential information Confidential Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Executive and whether or not disclosed to Consultantor entrusted to Executive’s custody. Consultant Executive agrees to take all reasonable precautions to safeguard that Executive shall not, at any time following the confidentiality execution of such informationthis Agreement, use or disclose in any manner any Confidential Information of Company. (b) All information, inventions and data, regardless of form, generated by Consultant in the performance of services under this Agreement is created as a work for hire and will be the sole property of the Company. In the event Executive acknowledges that the copyright or other intellectual property right in any data, inventions or information generated by Consultant in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant hereby agrees to, and hereby does, assign to the Company all right, title and interest, worldwide, interest in and to such copyright all past, present and future (i) inventions, business applications, innovations, methods, designs, ideas or other intellectual property. Consultant further agrees that he willimprovements related, directly or indirectly, to the business of Company or any client of Company and (ii) copyrights, patents, trademarks and trade names which Executive develops or creates, in whole or in part, at any time and at any place, during her employment with Company and related to or useable in connection with the expense business activities of Company or any client of Company (all items set forth in (i) and (ii) above are hereafter collectively referred to as the “Inventions and Innovations”) are “works made for hire” and shall be and remain forever the sole and exclusive property of Company. Executive will promptly reveal all information relating to the Inventions and Innovations to the CEO and to cooperate with Company and execute such documents as may be necessary to seek copyright, patent or trademark protection in connection therewith, at Company expense. In accordance with Section 3 of the Illinois Employee Patent Act, Illinois Public Act 83-493, Executive has been advised that this subsection (b) of this Agreement regarding ownership of Inventions and Innovations does not apply to, and Executive shall not be required to assign to Company, any Inventions and Innovations for which no equipment, supplies, facility, or trade secret information of Company for any out was used and that was developed exclusively and entirely on Executive’s own time unless: (A) the Inventions and Innovations relate (i) to the business of pocket expenses incurred by Consultant in so doingCompany, provide any reasonable assistance required by the Company in order or (ii) to enable it to perfect such rights. Consultant agrees not to challenge the Company’s ownership of demonstrably anticipated research or development; or (B) the Inventions and Innovations result from or relate to any such rights and not to take any position that is adverse to the work performed by Executive for Company’s interests therein. (c) In connection the event Executive is requested or required (whether by subpoena, oral deposition, interrogatories, request for production of documents, administrative order or otherwise) to disclose any Confidential Information or the fact that Confidential Information has been made available to Executive, Executive will provide Company with any patentable inventions conceived prompt notice of such request or first actually reduced to practice in connection requirement, so that Company may seek, at its expense, an appropriate protective order, or so that Company may waive compliance with the terms of this Agreement. In the absence of such protective order or waiver, Consultant will, at the expense Executive may disclose only that portion of the Company for Consultant’s out of pocket expenses in rendering such assistance, furnish the Company with such information and assistance Confidential Information as is reasonably sufficient legally required to enable the be disclosed. (d) Executive agrees that no license is granted to Executive in or to any potential patent, copyright, trademark, tradename or any other intellectual property or rights of Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein included in the CompanyConfidential Information. Company is making no representation or warranty that the Confidential Information does not infringe on any patent, copyright, trademark, tradename or any other intellectual property right of third parties.

Confidentiality and Ownership. (a) Consultant Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special and unique asset. As used herein, the term “"confidential information” " includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Consultant Contractor or (b) information that subsequently becomes public through no wrongful act or omission of ConsultantContractor. Consultant Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not disclosed to ConsultantContractor. Consultant Contractor agrees to take all reasonable precautions to safeguard the confidentiality of such information. (b) All information, inventions and data, regardless of form, generated by Consultant Contractor in the performance of services under this Agreement is created as a work for hire and will be the sole property of the Company. In the event that the copyright or other intellectual property right in any data, inventions or information generated by Consultant Contractor in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant Contractor hereby agrees to, and hereby does, assign to the Company all right, title and interest, worldwide, in and to such copyright or other intellectual property. Consultant Contractor further agrees that he will, at the expense of the Company for any out of pocket expenses incurred by Consultant Contractor in so doing, provide any reasonable assistance required by the Company in order to enable it to perfect such rights. Consultant Contractor agrees not to challenge the Company’s 's ownership of any such rights and not to take any position that is adverse to the Company’s 's interests therein. (c) In connection with any patentable inventions conceived or first actually reduced to practice in connection with this Agreement, Consultant Contractor will, at the expense of the Company for Consultant’s Contractor's out of pocket expenses in rendering such assistance, furnish the Company with such information and assistance as is reasonably sufficient to enable the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein in the Company.

Confidentiality and Ownership. (a1) Consultant recognizes Contractor understands that Contractor will, in the course of providing services to the Company, be exposed to and acknowledges have access to sensitive and confidential matters, and that Contractor is required to maintain strict confidentiality over all products, designs and matters which come to Contractor’s attention through the Company possesses certain directly or indirectly. Contractor agrees that Contractor shall not, during or at any time following the execution of this Agreement, use or disclose in any manner any Company confidential information or the information of a Company client. 2) Contractor agrees that constitutes a valuable, special all Company and unique asset. As used herein, client information is the term “confidential information” includes all information and materials belonging to, used by, or in the possession property of the Company relating and/or its client and should not be disclosed without the express written consent of the Company and its client. 3) Except in connection with the performance of Contractor’s services hereunder, Contractor shall not, during the term of this Agreement and for a period of 18 months following the termination hereof, attempt to its productscontact directly or indirectly any client to whom Contractor was referred by the Company without prior written consent from the Company’s Chief Executive Officer. 4) Contractor agrees, processesduring the term of this Agreement and for a period of 18 months following the termination hereof, servicesnot to induce or attempt to influence, technologydirectly or indirectly, any employee of the Company to terminate his/her employment and/or to work for Contractor or any other entity or individual. 5) To the extent any inventions, patentstechnologies, ideasreports, contractsmemoranda, financial informationstudies, developmentswritings, business strategies, pricing, current and prospective customers, marketing plans and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired exhibits or other materials prepared by Consultant or (b) information that subsequently becomes public through no wrongful act or omission of Consultant. Consultant agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not disclosed to Consultant. Consultant agrees to take all reasonable precautions to safeguard the confidentiality of such information. (b) All information, inventions and data, regardless of form, generated by Consultant Contractor in the performance of services under this Agreement is created as a for the Company include materials subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed “work for hire hire” as such term is defined under Turkey’s law. To the extent any such materials do not qualify as “work for hire” under applicable law, and will be to the sole property of the Company. In the event that the copyright extent they include materials subject to copyright, patent, trade secret, or other intellectual property right in any dataproprietary rights protection, inventions or information generated by Consultant in the performance of services under this Agreement does not automatically vest in the Company by law, Consultant Contractor hereby agrees to, and hereby does, assign assigns to the Company all rightrights, title title, and interest, worldwide, interest in and to all such copyright or other intellectual propertymaterials. Consultant further To the extent Contractor has any rights in the same, Contractor hereby waives all enforcement of such rights. 6) Contractor agrees that he will, at the expense of the Company for any out of pocket expenses incurred by Consultant in so doing, provide any reasonable assistance required by to immediately refuse cooperation and/or notify the Company in order to enable it to perfect such rights. Consultant case of any conflicts of interest. 7) Contractor agrees not to challenge the Company’s ownership of discuss any such rights and not to take any position that is adverse to the Company’s interests therein. (c) In connection with any patentable inventions conceived or first actually reduced to practice in connection with this Agreement, Consultant will, at the expense of the Company for Consultant’s out of pocket expenses in rendering such assistance, furnish negotiated compensation received from the Company with such information and assistance as is reasonably sufficient to enable representatives from any organization other than the Company. Any discussion of negotiated compensation with clients or any other linguists working with the Company to file and prosecute patent applications thereon and will execute all documents incident to such filing and prosecution or necessary to vest the full right and title therein in the Companyis strictly prohibited.