Confidentiality; Intellectual Property Rights. (a) No Management Member shall at any time (whether during or after such Management Member's service with the Company or its Subsidiaries)
(i) retain or use for the benefit, purposes or account of the Management Member or any other Person; or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company and its Subsidiaries (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis, including, without limitation, the existence and terms of this Agreement, the LLC Agreement or the Registration Rights Agreement ("Confidential Information") without the prior authorization of the Company.
Confidentiality; Intellectual Property Rights. 15.1. The Customer shall treat all product, customer or business information, drawings, designs and specifications submitted to it by Comtact as confidential and shall not disclose it to any third party without the Comtact's prior written consent or use it for any purpose except where authorised to do so by the Comtact.
15.2. Clause 15.1 does not apply to information which: o is at the date of disclosure or becomes at any time after that date publicly known other than by the Customer's breach of this clause; o can be shown by the Customer to Comtact's satisfaction to have been known by the Customer before disclosure by the Comtact to the Customer; o is or becomes available to the Customer otherwise than from Comtact and free of any restrictions as to its use or disclosure; o is required to be disclosed by law.
15.3. Comtact retains all Intellectual Property Rights in the Services and other materials arising out of the provision of the Services and the Customer acknowledges that the Comtact shall own any know-how ideas, methods, processes or techniques which relate to any developments arising out of the provision of the Services.
15.4. The provisions of this clause 15 shall survive the termination of the Contract.
Confidentiality; Intellectual Property Rights. (a) Kors acknowledges that his work for and with the Company Parties and the other members of the MK Group will bring him into close contact with the confidential affairs of the MK Group, including, without limitation, confidential information and trade secrets concerning the MK Group’s working methods, processes, business and other plans, programs, designs, products, profit formulas, customer names, customer requirements and supplier names (collectively, “Confidential Information”). “Confidential Information” shall not include (i) information generally known to the public, (ii) information properly received by Kors outside his engagement with the Company Parties (or any predecessor of the Company Parties) or any other member of the MK Group from any third party not affiliated with the MK Group and not under any duty to any of the Company Parties not to disclose such information, and (iii) any materials, including designs and products created by Kors and which are otherwise “Confidential Information”, to the extent approved in writing by the Company Parties, which approval shall not be unreasonably withheld. Kors acknowledges that such Confidential Information is reposed in him in trust and he shall, both during and for a period of three years after the Term (or such longer period as the Company Parties may be bound to keep any such Confidential Information confidential pursuant to any agreement or otherwise), maintain such Confidential Information in confidence and, except as may be required under applicable law, neither disclose to others nor use such Confidential Information personally without written permission of the Company Parties. Kors agrees, upon termination of this Agreement, to return to the Company Parties all documents or recorded material of any type (including all copies thereof) which may be in his possession or under his control dealing with the Confidential Information.
Confidentiality; Intellectual Property Rights. 5.1 GoodHabitz will treat all information it processes within the framework of the Agreement with the Client confidentially.
5.2 Deviations of paragraph 1 of this article are only expressly permitted if:
i) The information was already generally known prior to entering into the Agreement;
ii) Prior written permission from the relevant Party was obtained for such a specific deviation;
iii) That information has to be disclosed as a result of a given order or court decision granted for that purpose, in which case the relevant Party will notify the other Party in advance, unless this is forbidden by law or pursuant to the given order or relevant court decision.
5.3 All Intellectual property rights on the Service, the Platform and accompanying online educational materials rest exclusively with GoodHabitz and/or its licensers. Nothing in these Terms and Conditions implies a transfer of Intellectual property rights.
5.4 The Client is not permitted to reproduce, transfer and/or otherwise use or make available in any way the software and/or content of the Service of GoodHabitz, without prior written consent by GoodHabitz.
5.5 The conditions laid down in this article will remain effective even after the termination of the Agreement.
Confidentiality; Intellectual Property Rights. 8.1 The Parties shall maintain absolute confidentiality and shall not disclose to third parties any confidential information received, in any form whatsoever, or otherwise obtained in and for the performance of the Contract, including, without limitation: technical, commercial or business information, drawings, documentation, models, correspondence, and secrets. Disclosure to third parties may only occur with the written consent of the other Party.
8.2 The Parties undertake to keep said confidential information strictly confidential, and assume all responsibility for the observance of this obligation by their own employees and collaborators, and undertake to return to the other Party at the termination of the Contract, even without express request and without keeping a copy, any documents qualified as “confidential” at the time of delivery.
8.3 It is understood that Transtecno is the sole owner of the industrial and intellectual property rights on the Products, including engineering and know-how, and that the Buyer is allowed to use them only for the execution of the Contract.
8.4 The Parties expressly agree that the obligations provided for in this art. 8 shall remain valid and binding between them even after the termination for any reason of the Contract.
Confidentiality; Intellectual Property Rights. 4.1 Your Content will be protected from disclosure to third parties by Service Provider with at least the same protective precautions that Service Provider takes to protect its similar proprietary information from unauthorized disclosure. Service Provider will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Service Provider to perform its obligations hereunder or as necessary to comply with any legal or governmental order or similar requirement. But Service Provider may disclose Your Content to the buyer, by sale, merger, operation of law, or otherwise, of Service Provider’s business related to the Site or Services.
4.2 You agree not to reproduce any Service Provider Confidential Information to which you are provided access through the Site or Services in any form except as authorized at the time of disclosure. Any reproduction of Service Provider Confidential Information will remain the property of Service Provider and you will reproduce and not obscure any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Service Provider Confidential Information strictly confidential; (b) to use Service Provider Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Service Provider Confidential Information to any party without the prior written consent of Service Provider. You do not acquire any rights in Service Provider Confidential Information except the limited rights as described above. In no event will you use Service Provider Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the software used to provide the Services, or compete with Service Provider software or the Services in whole or in part. As used in this Section 4, "Service Provider Confidential Information" will mean all trade secrets and other information or Services which Service Provider or third parties protect against unrestricted disclosure to others which is either labeled "Confidential," or which is accessed through a restricted area of the Site, or which is reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and "reasonable steps" means those steps you and/or your company take to protect yo...
Confidentiality; Intellectual Property Rights. You shall not, at any time during the Employment Term or after the termination of your employment with the Company for any reason whatsoever (without limit in point of time), unless authorized to do so by the Company or a court of competent jurisdiction or pursuant to applicable laws, divulge or communicate to any person, use for your own purposes or for any purposes other than those of the Company, or cause any unauthorized disclosure or publication of, any trade secrets, know-how or financial, trading or other information (i) relating to the business and affairs of the Company or any Affiliate (as defined below) of the Company or any of their (the Company’s or any Affiliate’s) customers, clients, suppliers or business associates, (ii) relating to
Confidentiality; Intellectual Property Rights. Each party acknowledges that it will have access to certain confidential information of the other party, including but not limited to confidential information concerning the other party’s business, plans, customers, technology, and products, and other information held in confidence by the other party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. Each party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party’s Confidential Information, and will take commercially reasonable precautions to protect the confidentiality of such information, but in any event, precautions at least as stringent as it takes to protect its own Confidential Information. Exceptions. Information will not be deemed Confidential Information if such information: (a) is known to the receiving party prior to receipt from the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or applicable Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as e...
Confidentiality; Intellectual Property Rights a. The App and any copies thereof are the exclusive intellectual property of Wowza and are protected by copyright laws and international treaties as well as other intellectual property laws and treaties. The structure, organization, and code of the App are confidential information and are valuable trade secrets of Wowza. You agree that any disclosure by you of Wowza’s confidential information will cause immediate, irreparable harm to Wowza for which equitable remedies may be awarded by a court of competent jurisdiction. Except as expressly stated herein, Wowza does not grant you any intellectual property rights in or to the App.
b. You hereby agree to maintain the confidentiality of the App and other intellectual property of Wowza using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information but in no event less than reasonable care for commercially sensitive information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the App and other intellectual property of Wowza, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the App and other intellectual property of Wowza for the purpose of deriving the source code of the Software or copying, defeating or otherwise circumventing any security or intellectual property protection mechanisms used by Wowza.
Confidentiality; Intellectual Property Rights. 5.1 Each Party covenants to the other Party that it will not, at any time, directly or indirectly, without the prior written consent of the other Party, divulge to any person or entity whatsoever, any non-public information concerning the financial, technical, or other business affairs of the other Party, which is acquired during the negotiation or performance of this Agreement.
5.2 Party A shall be the sole and exclusive owner of all intellectual property rights arising from the performance of this Agreement, including, (but not limited to, any copyrights, patent, know-how, commercial secrets and otherwise), whether developed by Party A or Party B, and whether based on Party A’s or Party B’s intellectual property rights.
