Common use of Confidentiality Intellectual Property Clause in Contracts

Confidentiality Intellectual Property. 1. So as to enable contractor to perform its obligations under this contract and/or in fulfilling these obligations, BHU shall disclose and contractor may gain access to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information"). 2. Contractor undertakes to treat the confidential Information with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of its own information of similar importance. Except to the extent set forth, contractor consequently undertakes not to use or carry the confidential information, nor to disclose the same to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: at the time of disclosure or access was publicly known, 4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU exclusive property and shall not be used for any other purpose except for the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contract. 5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 1. So as to enable contractor to perform its obligations under this contract and/or in fulfilling these obligations, BHU shall disclose and contractor may gain access to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information"). 2. Contractor undertakes to treat the confidential Information with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of its own information of similar importance. Except to the extent set forth, contractor consequently undertakes not to use or carry the confidential information, nor to disclose the same to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s contractor‟s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: at the time of disclosure or access was publicly known, 4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU exclusive property and shall not be used for any other purpose except for the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contract. 5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 1. So as to enable contractor to perform its obligations under this contract and/or in fulfilling these obligations, BHU IWD, IIT (BHU) shall disclose and contractor may gain access to information which is proprietary to BHU IWDIIT (BHU) and which is kept strictly confidential by contractor (hereinafter called "Confidential information"). 2. Contractor undertakes to treat the confidential Information with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of its own information of similar importance. Except to the extent set forth, contractor consequently undertakes not to use or carry the confidential information, nor to disclose the same to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU XXX, IIT (BHU) or to which contractor may gain access, and which is not treated by BHU IWD,IIT (BHU) as strictly confidential, nor to confidential information or parts thereof which: which at the time of disclosure or access was publicly known, • becomes publicly known otherwise than by an act or omission on the part of contractor or one of its employees, at the time of disclosure or access was already known to contractor, • has been received from a source (other than IWD,IIT (BHU)) lawfully having possession of such information 4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU IWD,IIT (BHU) exclusive property and shall not be used for any other purpose except for the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contract. 5. These technical information and other related documents shall be returned to BHU IWD,IIT (BHU) with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU IWD,IIT (BHU) in any manner either for credit arrangement or otherwise and it is agreed that BHU IWD,IIT (BHU) shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 14.1 Each Party shall have and retain exclusive ownership of its Background Technology, including any Intellectual Property Rights therein. So All Intellectual Property discovered, created or developed under, or in connection with, this Agreement that directly relates to Flux’s ESS and Flux’s Background Technology shall be and remain the sole property of Flux and its assigns. All Intellectual Property discovered, created or developed under, or in connection with, this Agreement that directly relates to NMHG Background Technology or the NMHG Products shall be and remain the sole property of NMHG and its assigns. To the extent that the Deliverables include [***], Flux hereby grants to NMHG the irrevocable, perpetual, fully paid, non-exclusive, worldwide, right and license to use, execute, sell, reproduce, display, perform, distribute copies of, and prepare derivative works of [***]. This Agreement shall in no way limit Flux’s right to market, sell and obtain Intellectual Property protection for Flux’s ESS or the Flux Background Technology and Flux reserves the right to assert any claims based upon any resulting legal protection of such Intellectual Property Rights. Nothing in this Agreement or any Schedule shall be deemed to be a transfer or license by NMHG to Flux of any NMHG Background Technology. 4.2 Except as to enable contractor to perform its obligations provided in this Agreement, neither party may use, reproduce, distribute or disclose Confidential Information it receives from the other party under this contract and/or Agreement, without the prior written authorization of the disclosing party. Each party must hold in fulfilling these obligations, BHU shall disclose confidence Confidential Information received from the other party and contractor may gain access to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information"). 2. Contractor undertakes to treat must protect the confidential Information confidentiality thereof with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of care that it exercises with respect to its own information of similar like importance. Except to the extent set forth, contractor consequently undertakes not to use or carry the confidential informationbut in no event less than reasonable care, nor to disclose the same to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time for a period of (2) years from the possession or use date of receipt of the confidential Confidential Information). “Confidential Information” shall mean information any rightwhich if disclosed (i) in tangible form, title is clearly marked as "confidential" or interest therein"proprietary" at the time of disclosure, nor to claim any intellectual property right on or (ii) in intangible form (such as orally or visually), the same. 3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU disclosing party identifies as "confidential" or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: "proprietary" at the time of disclosure or access was publicly known, 4to the receiving party within thirty (30) days of disclosure. Technical information and other related documents forming part of this contract and Notwithstanding the information obtained during foregoing marking requirements, the course of investigations under this contract shall be BHU exclusive property and shall not be used for any other purpose except for the execution of the contract. The parties agree that technical information drawingregarding prototypes, records Flux’s ESS and other documents either party’s Background Technology shall not always be copied, transferred, or divulged deemed and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contractconsidered Confidential Information. 5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 111.1 All confidential information of a party and of the third parties with which it does business, including without limitation information relating to computer systems, Contract owner data, customer lists and business plans, is collectively referred to as its “Confidential Information.” The basis point rates paid to the Company pursuant to this Agreement shall be deemed Confidential Information of the Fund Parties. So Notwithstanding the foregoing, this shall not preclude the Company from making any required filings with its regulators; making any other disclosure required by law; or disclosing a range of fees paid to it by fund companies so long as the specific basis point rates used in such range are not attributed to enable contractor any of the Fund Parties or any of their respective affiliates. The Fund Parties shall treat as confidential the names and addresses of the owners of the Contracts. Each party shall treat as confidential all information reasonably identified as confidential in writing by any other party hereto. Except as expressly permitted by this Agreement and except for information provided pursuant to perform its obligations under this contract and/or in fulfilling these obligations, BHU shall disclose and contractor may gain access to information Schedule D which is proprietary to BHU governed by that section, each party hereto will: (i) keep and which is kept strictly confidential by contractor (hereinafter called "maintain all Confidential information"). 2. Contractor undertakes to treat Information of the confidential Information with at least the same other parties in strict confidence, using such degree of confidentiality care as contractor uses in maintaining the secrecy of its own information of similar importance. Except is appropriate to the extent set forth, contractor consequently undertakes not to avoid unauthorized use or carry disclosure; (ii) not, directly or indirectly, disclose any Confidential Information of the confidential information, nor to disclose the same other party or parties to any third party, except with the other party’s or parties’ prior written consent or as permitted by this Agreement; and (iii) not make use of the other party’s or parties’ Confidential Information for its own purposes or the benefit of any party except the other. 11.2 Each party will be permitted to such contractor employees who disclose the others’ Confidential Information only to its employees, legal counsel, auditors and agents (collectively, “Employees”) having a need to know such confidential information the Confidential Information in order to respect contractor’s connection with the performance of its obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3Agreement. The parties will instruct their respective Employees as to their obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: at the time of disclosure or access was publicly known, 4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU exclusive property and shall not be used for Agreement. Despite any other purpose except for contrary provision in this Agreement, any party may disclose the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except others’ Confidential Information to the extent required to comply with law, regulatory request or a court order; provided, however, that each party must promptly notify the other parties of receipt of a request for Confidential Information made pursuant to law, regulatory request or court order, give the execution other parties a reasonable opportunity to prevent the disclosure of the Confidential Information, and reasonably cooperate with the other parties in any efforts they make to prevent the disclosure of the Confidential Information. 11.3 Despite any contrary provision in this Agreement, Confidential Information of a party will not include information that: (i) is or becomes generally known to the public not as a result of a disclosure by the other parties, (ii) is rightfully in the possession of the other parties before disclosure by the first party, (iii) is independently developed by the other parties without reliance on the Confidential Information, or (iv) is received by the other parties in good faith and without restriction from a third party not under a confidentiality obligation to the first party and having the right to make such disclosure. The parties each acknowledge that the disclosure of the others’ Confidential Information may cause irreparable injury to the others and damages which may be difficult to ascertain. Therefore, each party will be entitled to injunctive relief upon a disclosure or threatened disclosure of any of its Confidential Information that would violate the terms of this contractAgreement. Without limitation of the foregoing, each party will advise the others immediately in the event that it learns or has reason to believe that any person or entity which has had access to Confidential Information has violated or intends to violate the terms of this Agreement. 5. These technical information and 11.4 Except to the extent required by applicable law, no party shall use any other related documents party’s names, logos, trademarks or service marks, whether registered or unregistered, without the prior consent of the other party. 11.5 For purposes of this Article XI, the Fund Parties shall be returned considered to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposesbe a “party”. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 1Both parties shall adhere to the obligations and requirements of the state's open records laws as may be applicable and the confidentiality provisions set forth hereafter are subject to those requirements. So CONSULTANT agrees to contact CITY promptly upon receiving a request for information under the open records laws and to comply with CITY's instructions on how to respond to the request. CONSULTANT agrees to regard and preserve as confidential all information related to enable contractor to perform its obligations the business and activities of CITY that may be obtained by CONSULTANT as a result of performing Services under this contract and/or Agreement. XXXX agrees to regard and preserve as confidential all information related to the business and activities of CONSULTANT that may be obtained by CITY as a result of this Agreement. Both parties agree to hold such information in fulfilling these obligationstrust and confidence for the other party and not to disclose such information to any person, BHU shall disclose and contractor may gain access firm, or enterprise, or use any such information to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information"). 2. Contractor undertakes to treat the confidential Information with at least the same degree of confidentiality as contractor uses in maintaining the secrecy of its own information of similar importance. Except benefit, or to the extent set forth, contractor consequently undertakes not to use or carry the confidential information, nor to disclose the same to benefit of any third party, except to such contractor employees who need to know such confidential information unless authorized in order to respect contractor’s obligations under this contractwriting by the party in interest. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3. The obligations and restrictions hereunder Information shall not apply be considered confidential to the extent that such information is: (i) already known free of any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of disclosure any restriction: or access was publicly known, 4(iii) generally available to the public. Technical information and other related documents forming part of this contract and the information obtained during In the course of investigations performance under this contract shall Agreement, CONSULTANT may use products, materials, tools, and methodologies that are proprietary to CONSULTANT or to third parties (collectively. "Proprietary Items"). CITY will not have or obtain any rights in such Proprietary Items other than (i) to use them as authorized by CONSULTANT in writing from time to time solely for purposes of performing its responsibilities under this Agreement. If Proprietary Items are made available to CITY, they will be BHU exclusive property made available "AS IS" and shall not be used for without express or implied warranties of any other purpose except for the execution of the contractkind. The technical information drawingNothing in this Agreement will preclude CONSULTANT from marketing, records and other documents shall not be copied, transferreddeveloping, or divulged using for itself or others, services or products that are the same as or similar to those provided to CITY by CONSULTANT pursuant to this Agreement. Furthermore, CONSULTANT will continue to be free to use its general knowledge, skills, and / or disclosed to third party in full/partexperience and any ideas, not misused in any form whatsoever except concepts, know-how, and techniques related to the extent for the execution scope of this contractAgreement and used in the course of performing its obligations hereunder. 5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.

Confidentiality Intellectual Property. 1. So 7.1 All operational, scientific, business, and financial and other knowledge and information proprietary to the University that the Consultant may acquire from the University, those within its employ, or other contractors and consultants, including but not limited to the University’s methods of conducting business affairs, research methods, inventions, designs, trade secrets, scheduling and staffing techniques, broadcast procedures, production formats, processes, systems, improvements, development plans, and other private matters, and all such information that the Consultant may acquire on the University’s premises, or on premises used by it, or which may be disclosed to the Consultant or produced by the Consultant hereunder (hereinafter referred to as “Confidential Data”), shall for all time and for all purposes be regarded by the Consultant as strictly confidential and held by the Consultant in trust and solely for the University’s benefit and use, and shall not be directly or indirectly disclosed by the Consultant to enable contractor any person whomsoever, without prior written permission from the University, except to University personnel who have a need to know such information in order to perform its obligations under this contract and/or in fulfilling these obligations, BHU shall disclose and contractor may gain access their job responsibilities to information which is proprietary to BHU and which is kept strictly confidential by contractor (hereinafter called "Confidential information")the University. 2. Contractor undertakes 7.2 The Consultant agrees to treat surrender all Confidential Data to the confidential Information with at least University either on request or termination of this Agreement and will not retain copies, notes, or memoranda of such data either in hard text, code, electronic format, or in any other medium for the same degree storage of confidentiality data. 7.3 The Consultant shall have no rights or authority to use the name, trademark, trade secrets, patent or other rights to intellectual property of the University in any manner whatsoever, except as contractor uses expressly authorized by the University in maintaining writing. 7.4 All of Consultant's services and the secrecy of its own information of similar importance. Except results thereof shall be work for hire under copyright law, or, to the extent set forththe work for hire doctrine is inapplicable, contractor consequently undertakes Consultant hereby assigns all of the rights to each and all of the results of Consultant’s services hereunder to Xxxxxx University immediately upon their creation. To the extent they may be applicable, Consultant assigns its “moral rights” to its services and the results thereof to Xxxxxx University, and if such rights are not assignable and are waivable they are waived by Consultant. Consultant hereby waives any right of inspection or approval with respect to the uses to which the results of Consultant’s services hereunder, or rights granted herein, may be put. Xxxxxx University shall have sole discretion as to whether to use any or carry all of the confidential informationresults of Consultant's services. All rights, nor title, and interest in the intellectual property of any work to which Consultant contributes, including all intellectual property contributed by Consultant, is hereby conveyed to Xxxxxx University. Consultant shall promptly, on request and without further compensation, execute any assignments or other documents that may be required or useful to assure the University ownership of such rights, title, and interest. 7.5 Without the prior written consent of the University, the Consultant shall not disclose the same terms and conditions of this Agreement to any third party, except to such contractor employees who need to know such confidential information in order to respect contractor’s obligations under this contract. Contractor further undertakes not to derive directly or indirectly at any time from the possession or use of the confidential information any right, title or interest therein, nor to claim any intellectual property right on the same. 3. The obligations and restrictions hereunder shall not apply to any other information disclosed to contractor by BHU or to which contractor may gain access, and which is not treated by BHU as strictly confidential, nor to confidential information or parts thereof which: at the time of disclosure or access was publicly known, 4. Technical information and other related documents forming part of this contract and the information obtained during the course of investigations under this contract shall be BHU exclusive property and shall not be used for any other purpose except for the execution of the contract. The technical information drawing, records and other documents shall not be copied, transferred, or divulged and / or disclosed to third party in full/part, not misused in any form whatsoever except to the extent for the execution of this contract. 5. These technical information and other related documents shall be returned to BHU with all approved copies and duplicates including all details as are prepared by contractor during the executions of this contract, if any, immediately after they have been used for agreed purposes. 6. Contractor shall not use the name of BHU in any manner either for credit arrangement or otherwise and it is agreed that BHU shall not in any way be responsible for the debts, liabilities or obligations of contractor and/ or its employees. 7. These provisions of this Clause shall survive, for a period of 3 years, beyond the termination or expiration of this contract.