Common use of Confidentiality and Ownership Clause in Contracts

Confidentiality and Ownership. Contractor recognizes and acknowledges that the University 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 University 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 Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor. Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the University, whether or not prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the University. In accordance with University of Arkansas Board Policy, the University will own any discovery, invention, process, know-how, trade secret, design, model, computer software (if patentable), or tangible research property; strain, cultivar, variety, or culture of an organism; or portion, modification, translation, or extension of these items (collectively, “Inventions”) created in connection with this Agreement. Contractor shall furnish to University a full and complete disclosure of each Invention promptly after it is created or conceived. Contractor shall assign and hereby does assign all Inventions related to this Agreement to the University. Contractor shall execute documents and take any other steps reasonably requested by University to obtain and enforce patents or other intellectual property rights in Inventions. In accordance with University of Arkansas Board Policy, the University will own any works of authorship (“Work Product”) arising out of this Agreement, including but not limited to books, journals, software, computer programs, musical works, dramatic works, videos, multimedia products, sound recordings, pictorial and graphical works, data, and other similar works. All Work Product shall be considered works made for hire. Contractor will furnish the Work Product to University as reasonably requested during the term of this Agreement or upon termination or expiration of this Agreement. Contractor shall assign and hereby does assign all Work Product related to this Agreement to the University. Contractor will execute documents and take any other steps reasonably requested by University to obtain and enforce copyrights or other intellectual property rights in Work Product. The U.S. Government may have rights in Inventions and Work Product in accordance with applicable law. Contractor will execute documents and take any other steps reasonably requested by University to discharge obligations owed to the U.S. Government regarding Inventions and Work Product.