Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement. 11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement. 11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Party. 11.4 Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence; and
Appears in 16 contracts
Samples: Software License Agreement, Software License Agreement, Software License Agreement
Confidentiality and Proprietary Rights. 11.1 SyncfusionSyncfusion provides an off-the-shelf product. Syncfusion does not collect or require Customer’s privacy policy and Syncfusion’s cookie policy are incorporated, confidential information. No information disclosed by reference, into this agreement.
11.2 Under no circumstances the Customer to Syncfusion will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law Confidential Information, even if so marked or statutedesignated, unless it meets the requirements included in this Section. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means ” shall mean any non-public, sensitive information or data which could reasonably be considered confidential (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Party.
11.4 Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence; and
Appears in 15 contracts
Samples: Software License Agreement, Software License Agreement, Software License Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy Other than necessary information to assign licenses, which only includes names and Syncfusion’s cookie policy are incorporatedcorrelating email addresses, by reference, into this agreement.
11.2 Under no circumstances Syncfusion will Syncfusion not request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, other than the information specifically requested by Syncfusion to assign licenses, then Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 11.2 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Party.
11.4 11.3 Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence; and (ii) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer, or allow access to the Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party as required by law or court order; in such event, however, such party shall if legally permitted inform the other party via telephone, email, or facsimile within a reasonable period of time and, in all events, limit the extent of any such compelled disclosure to the minimum so required.
Appears in 3 contracts
Samples: Software License Agreement, Software License Agreement, Software License Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information Each party (the “PIIReceiving Party”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree understands that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includeshas disclosed or may disclose business, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s technical or financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality relating to the Disclosing Party; ’s business (referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (iv5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or has been becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to use of any Confidential Proprietary Information of the Disclosing Party.
11.4 Each party agrees: Party or (e) is required to be disclosed by law. The Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Customer Data and information derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to hold improve and enhance the Disclosing Party’s Confidential Information Services and for other development, diagnostic and corrective purposes in strict confidence; andconnection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set out in this Agreement.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information Each party (the “PIIReceiving Party”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree understands that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includeshas disclosed or may disclose business, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s technical or financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality relating to the Disclosing Party; ’s business (referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (iv5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or has been becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to use of any Confidential Proprietary Information of the Disclosing Party.
11.4 Each party agrees: Party or (e) is required to be disclosed by law. The Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to hold improve and enhance the Disclosing Party’s Confidential Information Services and for other development, diagnostic and corrective purposes in strict confidence; andconnection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set out in this Agreement.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information 4.1 Each party (the “PIIReceiving Party”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree understands that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includeshas or may disclose business, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s technical or financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality relating to the Disclosing Party; or ’s business (iv) is or has been independently developed by the Receiving Party (hereinafter referred to as evidenced by the Receiving Party’s written records) without access to any Confidential Information “Proprietary Information” of the Disclosing Party.
11.4 Each party ). Proprietary Information of Telos includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non- public data provided by Customer to Telos to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to hold take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Proprietary Information does not include any information after 3 years following disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party’s Confidential , or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
4.2 Customer acknowledges and agrees that the Telos Materials are and shall at all times be and remain the sole and exclusive property of Telos and Telos’ third party licensors, subject only to the ownership rights of such third parties in strict confidence; andportions of the Software and the rights granted to Customer in this Agreement. Telos retains all right, title and interest in and to the Telos Materials. Customer does not and will not be deemed to acquire any right, title or interest therein, except as expressly granted in this Agreement. Further, Customer does not and will not be deemed to acquire any right, title or interest in any patent(s), copyrighted material, or other intellectual property, or proprietary information or data, owned by Telos Corporation and /or any of its subsidiaries or affiliates.
4.3 Telos provides the Services, including related Software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provide in accordance with FAR 12.211 and FAR 12.212, and for Department of Defense transactions, DFAR 252.227- 7015 and DFAR 227.7202-3.
4.4 Customer shall own all right, title and interest in and to the Customer Data as well as any data that is derived from the Customer Data and provided to Customer as part of the Services.
4.5 Notwithstanding anything to the contrary, Telos shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Telos will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Telos offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth in this Agreement.
Appears in 1 contract
Samples: Software as a Service (Saas) Subscription Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy (a) Each of the parties acknowledges and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: agrees (i) at to exercise best efforts to preserve the time confidentiality of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basisparty's Confidential Information; (ii) after disclosurenot to disclose, becomes a part of or permit any third party or entity access to the public domain by publication other party's Confidential Information without prior written permission (except such disclosure or otherwise through no fault of the Receiving Partyaccess which is required to perform any obligations under this Agreement); (iii) was disclosed to advise any employees, or any third parties who receive access to Confidential Information of the Receiving Party by a third party not under an obligation of confidentiality to confidential and proprietary nature thereof and the Disclosing Partyprohibitions on copying, utilizing, or otherwise revealing the Confidential Information; or and (iv) is to use any Confidential Information disclosed only during the term of the Agreement and only in accordance with the provisions of this Exhibit B and the Agreement. Without limiting the foregoing, neither party shall have rights in or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Partyother. Except in the normal course of business and in conformity with Federal copyright law or with the other party's consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith.
11.4 (b) The Fund Web Site and IMPRESSNet.comR may contain certain intellectual property, including, but not limited to, rights in copyrighted works, trademarks and trade dress that is the property of the other party (collectively, "Intellectual Property"). Each party agrees: retains all rights in such intellectual property that may reside on the other party's web site, not including any intellectual property provided by or otherwise obtained from such other party. During the term of this Agreement, each party grants to the other a non-exclusive, non-sublicensable, non-transferable, royalty-free license to reproduce, display, distribute, perform and publicly and digitally use the other party's Intellectual Property, and any and all rights contained therein, on each party's respective web site, provided such use is necessary for the parties to perform as contemplated in this Agreement. Each party warrants that it has sufficient right, title and interest in and to its web site and its intellectual property to enter into these obligations, and that to its knowledge, the license hereby granted to the other party does not and will not infringe on any U.S. patent, U.S. copyright or other U.S. proprietary right of a third party.
(ic) Each of the parties acknowledges and agrees that the Fund will solely and exclusively own all right, title and interest in and to hold any End-User Data collected at the Disclosing Party’s Confidential Information Fund Web Site or IMPRESSNet.comR. PFPC's use of the End-User Data shall at all times be limited to the purposes contemplated in strict confidence; andthis Agreement and only in accordance with the Fund's privacy policy. Neither PFPC nor any of its affiliates shall distribute, sell, rent, transfer or otherwise disclose End-User Data to third parties without the prior written consent of the Fund, except as necessary to third parties providing services relating to IMPRESSNet.comR. PFPC further shall cause such third party service providers to be subject to written agreements establishing the same restrictions on the sale, transfer, use, rent or disclosure of End-User Data.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (Equitable Trust/Ny/)
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 10.1 Under no circumstances will Syncfusion Prism request, nor does Syncfusion Prism knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion .
10.2 Prism provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to SyncfusionPrism. You further acknowledge and agree that if you send PII to SyncfusionPrism, Syncfusion Prism will treat any such disclosure as a material breach of this Agreement.
11.3 10.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion Prism includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Party.
11.4 10.4 Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence; and
Appears in 1 contract
Samples: Software License Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy (a) Each of the parties acknowledges and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: agrees (i) at to exercise best efforts to preserve the time confidentiality of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basisparty's Confidential Information; (ii) after disclosurenot to disclose, becomes a part of or permit any third party or entity access to the public domain by publication other party's Confidential Information without prior written permission (except such disclosure or otherwise through no fault of the Receiving Partyaccess which is required to perform any obligations under this Agreement); (iii) was disclosed to advise any employees, or any third parties who receive access to Confidential Information of the Receiving Party by a third party not under an obligation of confidentiality to confidential and proprietary nature thereof and the Disclosing Partyprohibitions on copying, utilizing, or otherwise revealing the Confidential Information; or and (iv) is to use any Confidential Information disclosed only during the term of the Agreement and only in accordance with the provisions of this Exhibit B and the Agreement. Without limiting the foregoing, neither party shall have rights in or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Partyother. Except in the normal course of business and in conformity with Federal copyright law or with the other party's consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith.
11.4 (b) The Fund Web Site and XXXXXXXXxx.XXX(R) may contain certain intellectual property, including, but not limited to, rights in copyrighted works, trademarks and trade dress that is the property of the other party (collectively, "Intellectual Property"). Each party agrees: retains all rights in such intellectual property that may reside on the other party's web site, not including any intellectual property provided by or otherwise obtained from such other party. During the term of this Agreement, each party grants to the other a non-exclusive, non-sublicensable, non-transferable, royalty-free license to reproduce, display, distribute, perform and publicly and digitally use the other party's Intellectual Property, and any and all rights contained therein, on each party's respective web site, provided such use is necessary for the parties to perform as contemplated in this Agreement. Each party warrants that it has sufficient right, title and interest in and to its web site and its intellectual property to enter into these obligations, and that to its knowledge, the license hereby granted to the other party does not and will not infringe on any U.S. patent, U.S. copyright or other U.S. proprietary right of a third party.
(ic) Each of the parties acknowledges and agrees that the Fund will solely and exclusively own all right, title and interest in and to hold any End-User Data collected at the Disclosing Party’s Confidential Information Fund Web Site or XXXXXXXXxx.XXX(R). PFPC's use of the End-User Data shall at all times be limited to the purposes contemplated in strict confidence; andthis Agreement and only in accordance with the Fund's privacy policy. Neither PFPC nor any of its affiliates shall distribute, sell, rent, transfer or otherwise disclose End-User Data to third parties without the prior written consent of the Fund, except as necessary to third parties providing services relating to XXXXXXXXxx.XXX(R). PFPC further shall cause such third party service providers to be subject to written agreements establishing the same restrictions on the sale, transfer, use, rent or disclosure of End-User Data.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (Equitable Premier Funds Trust)
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered to constitute personally identifiable information 4.1 Each party (the “PIIReceiving Party”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree understands that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includeshas or may disclose business, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s technical or financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality relating to the Disclosing Party; or ’s business (iv) is or has been independently developed by the Receiving Party (hereinafter referred to as evidenced by the Receiving Party’s written records) without access to any Confidential Information “Proprietary Information” of the Disclosing Party.
11.4 Each party ). Proprietary Information of Gridfinity includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non- public data provided by Customer to Gridfinity to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to hold take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Proprietary Information does not include any information after 3 years following disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party’s Confidential , or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
4.2 Customer acknowledges and agrees that the Gridfinity Materials are and shall at all times be and remain the sole and exclusive property of Gridfinity and Gridfinity’ third party licensors, subject only to the ownership rights of such third parties in strict confidence; andportions of the Software and the rights granted to Customer in this Agreement. Gridfinity retains All right, title and interest in and to the Gridfinity Materials. Customer does not and will not be deemed to acquire any right, title or interest therein, except as expressly granted in this Agreement. Further, Customer does not and will not be deemed to acquire any right, title or interest in any patent(s), copyrighted material, or other intellectual property, or proprietary information or data, owned by Gridfinity Corporation and /or any of its subsidiaries or affiliates.
4.3 Customer shall own all right, title and interest in and to the Customer Data as well as any data that is derived from the Customer Data and provided to Customer as part of the Services.
4.4 Notwithstanding anything to the contrary, Gridfinity shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Gridfinity will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Gridfinity offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth in this Agreement.
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Samples: Software as a Service (Saas) Subscription Agreement
Confidentiality and Proprietary Rights. 11.1 Syncfusion’s privacy policy and Syncfusion’s cookie policy are incorporated, by reference, into this agreement.
11.2 Under no circumstances will Syncfusion request, nor does Syncfusion knowingly accept, any information that can or could be considered I. Definition. Either Party may disclose Confidential Information to constitute personally identifiable information (“PII”) under any law or statute. Syncfusion provides no protection, no indemnity, and no guarantees or warranty, of any kind, if You provide PII to Syncfusion. You further acknowledge and agree that if you send PII to Syncfusion, Syncfusion will treat any such disclosure as a material breach the other Party during the term of this Agreement.
11.3 Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) ” means any all information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one a party (the “Disclosing Party”) to the other party (the “Receiving Party”), which is in tangible form and labelled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. The following information will be considered Confidential Information whether or not marked or identified as such: (a) pursuant to the FRY Services; (b) Content; (c) the terms of this AgreementAgreement including all Order Forms (including pricing), and (d) the Disclosing Party’s strategic roadmaps, product plans, product designs and architecture, technology and technical information, security audit reviews, business and marketing plans, and business processes. Confidential Information of Syncfusion includesthe Customer includes non-public data provided by the Customer to FRY to enable the provision of the FRY Services (“Customer Data”). The Confidential Information of each party includes business and marketing plans, but is not limited totechnology and technical information, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, product plans and screen displays associated with the Licensed Program(s), the Documentation, designs and pricing informationbusiness processes disclosed by such party. Confidential Information of Customer includesother than Content, but is not limited to, Customer’s financial and business information. Confidential Information shall does not include any information that either party can demonstratethat: (ia) at the time of disclosure is in or becomes generally known to the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part without breach of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an any obligation of confidentiality owed to the Disclosing Party; or (ivb) was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is or has been received from a third party without breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party Party; or (as evidenced e) is required to be disclosed by law provided that to the extent legally and reasonably permissible the Receiving Party’s written records) without access to any Confidential Information of Party gives the Disclosing Party.
11.4 Each party agrees: (i) to hold Party prior notice of such disclosure and reasonable assistance, at the Disclosing Party’s Confidential Information in strict confidence; andexpense, if the Disclosing Party seeks to contest such disclosure.
Appears in 1 contract
Samples: Master Services Agreement