Confidentiality Data Sample Clauses

Confidentiality Data. The partner organization and NPO must keep confidential any and all unpublished information made known during the course of the agreement and not disclose / published any reports or paper on the basis of information obtained from partner organization and NPO except with the written approval and authorization of partner organization and NPO.
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Confidentiality Data. (a) The materials, data and/or information of Utopia that may be provided to SCOA and/or Ipanema concerning the business, operations or results of Utopia (including any such information learned during an audit), and Ipanema's materials, data and/or information provided to Utopia or generated in connection with the Services concerning the disposition of the Receivables, are proprietary trade secrets and confidential information ("Confidential Information") of Utopia and Ipanema, respectively, and no party shall possess any interest, title, lien or right in any Confidential Information of any other. Utopia on one hand, and SCOA and Ipanema on the other hand, agree not to (i) disclose the Confidential Information of the other to any third party or (ii) use the Confidential Information of the other except as necessary to perform its obligations under this Agreement, in either case without the express prior written consent of the other, and each party shall be responsible for any breaches of this Section 6 by its affiliates, directors, officers, employees, representatives (including financial advisors, attorneys and accountants) or agents (the "Representatives"). (b) The term Confidential Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by any party receiving the Confidential Information ("Receiving Party") or its Representatives or (ii) is or becomes available to the Receiving Party on a nonconfidential basis from a source (other than the party providing, directly or indirectly, its Confidential Information ("Providing Party") or its Representatives) which, to the best of the Receiving Party's knowledge after due inquiry, is not prohibited from disclosing such information to it by a legal, contractual or fiduciary obligation to the Providing Party. (c) Upon the earliest to occur of expiration or termination of this Agreement or at such time as any Confidential Information ceases to be required by the Receiving Party to perform or receive Services hereunder, or at the request of a Providing Party, a Receiving Party shall promptly return, and cause to be returned, all or any requested portion of such Confidential Information and shall destroy, or cause to be destroyed, all copies (including electronic versions) of any compilations, analyses, studies or other documents prepared by the Receiving Party or its Representatives containing or reflecting any such Confidential Information...
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Confidentiality Data. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). 3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees, contractors, and agents with a need to have access thereto for purposes of this Agreement (“Authorized Personnel”), and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Joinder may aggregate data and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes. 3.3 Notwithstanding anything else, Customer agrees that Xxxxxxx will have the right to use Aggregated Data for the purpose of improving and developing the Services, including without limitation by training certain automated functions, and for other business purposes of Joinder, provided that in each case Joinder must not share with any third party (except its Personnel) Aggregated Data in any manner which reveals (or reasonably allows the re- identification of) the identity of Customer. “Aggregated Data” means any and all (i) data reflecting the access or use of the Services by or on behalf of Customer and its End Users, including visit, session, impression, click- through, click stream-data or an...
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Confidentiality Data. 10.1 Each party undertakes that it shall not at any time during this agreement, and for a period of three (3) years after termination of this agreement, disclose to any person this Agreement or any confidential information concerning the business, affairs, customers, clients, technology, products or suppliers of the other party or of any member of the group of companies to which the other party belongs. Such confidential information may only be used for the purpose of performing obligations under this Agreement. Notwithstanding the foregoing, the Parties understand and acknowledge that this Agreement is a “public record” as that term is defined in the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. As such, Customer shall be entitled to disclose this Agreement as required by such Act, subject to redacting Toptracer commercial information insofar may be permitted by the Act. 10.2 Any and all data collected, tracked or captured by the Product shall be exclusively owned by Toptracer.
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Confidentiality Data. Seller and the Company shall, and shall cause each of their respective Affiliates, officers, directors, employees and advisors to, hold all non-public information relating to the business of the other party disclosed to such person in connection with this Agreement (“Confidential Information”) confidential and will not use such Confidential Information except as necessary to perform its obligations under this Agreement or in connection with the Termination Services and will not disclose any of the Confidential Information to any Person other than a party’s Affiliates, directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants), agents or in the case of Seller any Person to whom it delegates any responsibilities under this Agreement pursuant to Section 2, unless legally compelled to disclose such information; provided, however, that to the extent the receiving party may become so legally compelled they may only disclose such Confidential Information if they shall first have used commercially reasonable efforts to, and, if practicable and legally permissible, shall have afforded the disclosing party the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the Confidential Information required to be so disclosed.
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Confidentiality Data. (a) Seller and the Company shall, and shall cause each of their respective Affiliates, officers, directors, employees and advisors to, hold all non-public information relating to the business of the other party disclosed to such person in connection with this Agreement (“Confidential Information”) confidential and will not use such Confidential Information except as necessary to perform its obligations under this Agreement or in connection with the Termination Services and will not disclose any of the Confidential Information to any Person other than a party’s Affiliates, directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants), agents or in the case of Seller any Person to whom it delegates any responsibilities under this Agreement pursuant to Section 2, unless legally compelled to disclose such information; provided, however, that to the extent the receiving party may become so legally compelled they may only disclose such Confidential Information if they shall first have used commercially reasonable efforts to, and, if practicable and legally permissible, shall have afforded the disclosing party the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the Confidential Information required to be so disclosed. (b) The term Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or (ii) is or becomes available to the receiving party on a nonconfidential basis from a source other than the disclosing party that is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.
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Confidentiality Data. The terms of the Confidentiality Addendum attached hereto as EXHIBIT C are incorporated herein by reference. Any passwords to the AdForce Service provided to Adsmart, , AdForce source code, , are confidential and proprietary to All data collected or stored by AdForce in managing and delivering ads for Adsmart which specifically pertain to Adsmart or ads delivered for Adsmart, including, but not limited to, information about sites in the media plan, impression limits, ad costs, campaign results, and click-through or transaction rates (collectively "Campaign Data"), shall be owned by, and be proprietary and confidential to, Adsmart. Accordingly, AdForce may not use said Campaign Data for any purpose other than the delivery of the AdForce Service under this Agreement on behalf of Adsmart; provided, however, that AdForce may use such Campaign Data for reporting or other purposes where such information is aggregated with campaign data from other AdForce customers and/or not specifically identifiable as Adsmart information. Adsmart and AdForce shall jointly own all data collected or stored as a side effect of serving or tracking ads on behalf of Adsmart that is not Campaign Data, having all association with Adsmart and its customers, if any, removed ("Clickstream Data"). AdForce can use Clickstream Data for any purposes that do not expose Campaign Data to any third party, and is specifically authorized to provide a copy of such Clickstream Data to Engage for the duration of this Agreement for purposes of building user profiles in the "Engage Knowledge" profiling application, to use such Clickstream Data locally to build a local copy of such profiles using AdForce's licensed copy of Engage Knowledge and any upgrades or extensions thereof, and to use profiles obtained from Engage and/or generated locally to serve targeted advertising to any and all AdForce customers, subject only to AdForce's separate fee obligations to Engage. Adsmart may request at any time during the term hereof, or any renewal term, to receive copies of Clickstream Data from AdForce as described below. AdForce will use commercially reasonable efforts to implement the necessary mechanisms with Adsmart to supply such data, and shall supply the data at the following rates: [*] per month for files delivered weekly for the preceding week, and [*] per month for files delivered monthly for the preceding month. AdForce will not be required to store information in excess of two (2) months, but will use...
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Confidentiality Data 
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Related to Confidentiality Data

  • Confidentiality/Nondisclosure 19.1 Neither Party will, without the prior written consent of the other Party (a) issue any public announcement regarding, or make any other disclosure of the terms of, this Agreement or use the name or marks of the other Party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other Party. Consent may only be given on behalf of a Party by its Legal Department. However, a Party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing Party gives the non-disclosing Party reasonable prior written notice and the receiving Party will cooperate with the disclosing Party to seek or take appropriate protective measures and will make such disclosure in a manner to best protect the Confidential Information from further disclosure. Notwithstanding the foregoing, if reporting or filing obligations or requirements are imposed upon Qwest by any third party or regulatory agency in connection with this Agreement, CLEC agrees to assist Qwest in complying with such obligations and requirements, as reasonably required by Qwest and to hold Qwest harmless for any failure by CLEC in this regard. Qwest’s compliance with any regulatory filing obligation will not constitute a violation of this section. Each Party will use reasonable efforts to protect the other’s Confidential Information, and will use at least the same efforts to protect such Confidential Information as the Party would use to protect its own. 19.2 All Confidential Information will remain the property of the disclosing Party. A Party who receives Confidential Information via an oral communication may request written confirmation that the material is Confidential Information. A Party who delivers Confidential Information via an oral communication may request written confirmation that the Party receiving the information understands that the material is Confidential Information. Each Party has the right to correct an inadvertent failure to identify information as Confidential Information by giving written notification within thirty (30) Days after the information is disclosed. The receiving Party will from that time forward, treat such information as Confidential Information. 19.3 Upon request by the disclosing Party, the receiving Party will return all tangible copies of Confidential Information, whether written, graphic or otherwise, except that the receiving Party may retain one copy for archival purposes. 19.4 Each Party will keep all of the other Party's Confidential Information confidential and will disclose it on a need to know basis only. Each Party will use the other Party's Confidential Information only in connection with this Agreement and in accordance with Applicable Law. Neither Party will use the other Party's Confidential Information for any other purpose except upon such terms and conditions as may be agreed upon between the Parties in writing. If either Party loses, or makes an unauthorized disclosure of, the other Party's Confidential Information, it will notify such other Party immediately and use reasonable efforts to retrieve the information.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • CONFIDENTIALITY OF DATA 23.1 All financial, statistical, personal, technical, or other data and information relative to the Department’s operations, which is designated confidential by the Department and made available to the Construction Manager in order to carry out this Preconstruction Services Contract, shall be protected by the Construction Manager from unauthorized use and disclosure. 23.2 Permission to disclose information on one occasion or public hearing held by the Department relating to this Preconstruction Services Contract shall not authorize the Construction Manager to further disclose such information or disseminate the same on any other occasion. 23.3 The Construction Manager shall not comment publicly to the press or any other media regarding this Preconstruction Services Contract or the Department’s actions on the same, except to the Department’s staff, Construction Manager’s own personnel involved in the performance of this Preconstruction Services Contract, at public hearings, or in response to questions from a Legislative committee. 23.4 The Construction Manager shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this Preconstruction Services Contract without prior review of the contents thereof by the Department and receipt of the Department’s written permission. 23.5 All information related to the construction estimate is confidential and shall not be disclosed by the Construction Manager to any entity, other than the Department. 23.6 Subject to the California Records Act (California Government Code §§ 6250 et seq.), the Department has taken measures to protect the confidentiality of the negotiations related to the construction estimate. Every person involved in the process shall sign a confidentiality and nondisclosure agreement. However, under no circumstances will the Department be responsible or liable to the Construction Manager or any other party as a result of disclosing any materials, whether the disclosure is deemed required by law, by an order of court, or occurs through inadvertence, mistake, or negligence on the part of Department or its respective officers, employees, contractors, or consultants. 23.7 In the event Department is requested to disclose any of the materials identified by the Construction Manager as confidential, Department will promptly notify the Construction Manager so that Proposer may seek a protective order or other appropriate remedy. If the Construction Manager wishes to protect the materials from disclosure, the Construction Manager shall seek court protection immediately on an emergency basis. In the event that such protective order or other remedy is not sought by the Construction Manager within seven (7) days after the Construction Manager receives notice from Department, Department will be free to release the requested information. Department will consider the Construction Manager to have waived any claim of confidentiality and exemption from public disclosure for any materials not identified as confidential. Construction Managers are advised to consult with their legal counsel regarding the scope and provisions of the Public Records Act.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • Confidentiality and Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Confidentiality and Proprietary Information 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

  • CONFIDENTIALITY AND LOYALTY The Executive acknowledges that heretofore or hereafter during the course of his employment he has produced and received, and may hereafter produce, receive and otherwise have access to various materials, records, data, trade secrets and information not generally available to the public (collectively, "Confidential Information") regarding the Employer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law or by any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents, computer diskettes, computer programs and other computer-generated material, as well as all other materials or copies thereof relating to the Employer's business, which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the Employer's premises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the Employer's reasonable policies, as in effect from time to time, respecting confidentiality and the avoidance of interests conflicting with those of the Employer.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Confidentiality & Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to: a.) The written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use; b.) Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and c.) Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge as a result of the Consultant‘s Services to the Client. Upon termination of the Consultant's Services to the Client, or at the Client's request, the Consultant shall deliver all materials to the Client in the Consultant's possession relating to the Client's business. The Consultant acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law. Furthermore, proprietary information, under this Agreement, shall include: a.) The product of all work performed under this Agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and Consultant hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Consultant retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product; b.) Consultant hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Consultant's work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and c.) The Client will be entitled to use the Consultant's name and/or likeness in advertising and other materials.

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