Confidentiality; Ownership. (a) The Executive agrees that he shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any "Protected Information" in any "Unauthorized" manner or for any "Unauthorized" purpose (as such terms are hereinafter defined).
Confidentiality; Ownership. A. During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.
B. The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.
C. The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepar...
Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely to Company and includes, but, is not limited to, the existence of the Evaluation Item, its features and mode of operation, this Agreement, trade secrets, know- how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information:
(a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents.
(b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence.
(c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item or any ancillary products to any third party.
(d) Recipient hereby assigns to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intelle...
Confidentiality; Ownership. A. Service Provider acknowledges that his/her work may require him/her to observe information in RESA’s possession or in the possession of other agencies considered to be personal, private or confidential. Service Provider promises to hold such information in strictest confidence, not to make use of it other than as is necessary for performance of this MOU, and not to release or disclose any information to any other party except as may be required by law. Service Provider will not release, disclose, transfer, or deliver any of the work products or final products generated pursuant to this MOU to the general public, press, appointed or elected officials, or any other persons(s) unless or until authorized to do so by the RESA Director. This restriction applies to all forms of communication, including but not limited to letter, telephone, facsimile, and e-mail communication. Service Provider shall take all reasonable precautions to prevent the unauthorized disclosure, whether inadvertent or deliberate, of confidential information and shall promptly report to the RESA Director any such disclosure.
B. All rights and ownership, including without limitation the copyright, to materials and products, tangible or intangible, including all course content, produced under or as a result of this memorandum of understanding shall be considered “works made for hire” and shall become the property of Pioneer RESA upon payment of consideration specified herein.
Confidentiality; Ownership. The Vendor agrees that all financial, statistical or proprietary information provided by the District or any information that the Vendor may acquire, directly or indirectly, if any, which relates to the District will be kept confidential and not used by or released to any third party or parties without the prior written consent of the District. The Vendor further agrees that any written material, (e.g., report, study, etc.), developed for the District shall be property of the District, and the District shall be entitled to obtain copyrights or any similar such protection for any deliverables furnished by the Vendor under the terms of this Agreement, and that any such materials be considered a “work-for-hire.”
Confidentiality; Ownership.
18.1 Subject to Section 18.1(b), each Party will hold in confidence any Confidential Information received from any other Party, except that this Section 18.1 will not restrict:
(a) each Party from disclosing or granting access to such information to its professional advisers and consultants, to an arbitrator appointed under
Confidentiality; Ownership. (a) During the Term of Employment and for a period of twelve (12) months thereafter, so long as the Company is in business, the Executive shall not disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with or contrary to the interests of, the Company, or any of its subsidiaries, the customer lists, market research or other trade secrets of the Company or any of its subsidiaries, it being acknowledged by the Executive that all such information regarding the business of the Company and its subsidiaries complied or obtained by or furnished to Executive while Executive shall have been employed by or associated with the Company is confidential information and the Company's exclusive property; provided, however, this restriction shall not apply to: (a) any information that is considered by law, custom or otherwise to be generic to the industry or trade of the Company; (b) any information developed by Executive either individually or jointly with others prior to his employment with the Company shall not be deemed confidential or proprietary information of the Company, (c) information which is now in or hereafter enters the public domain without any violation of this Agreement; and (d) information disclosed in good faith to the Executive by a third party legally entitled to disclose the same. Notwithstanding anything to the contrary contained in this Section 7, the Executive may disclose any confidential or proprietary information to the extent required by court order or decree or by the rules and regulations of a governmental agency or as otherwise required by law provided that the Executive shall provide the Company with prompt notice of such required disclosure in advance thereof so that the Company may seek an appropriate protective order in respect of such required disclosure.
Confidentiality; Ownership. A. Service Provider acknowledges that his/her work may require him/her to observe information in RESA’s possession or in the possession of other agencies considered to be personal, private or confidential. Service Provider promises to hold such information in strictest confidence, not to make use of it other than as is necessary for performance of this MOU, and not to release or disclose any information to any other party except as may be required by law. Service Provider shall take all reasonable precautions to prevent the unauthorized disclosure, whether inadvertent or deliberate, of confidential information and shall promptly report to the RESA Director any such disclosure.
B. All rights and ownership, including without limitation the copyright, to materials and products, tangible or intangible, including all course content, produced under or as a result of this memorandum of understanding shall remain the property of Pioneer RESA upon payment of consideration specified herein.
Confidentiality; Ownership. (a) To the extent that confidential and proprietary information of each party including without limitation Technical Data (“Confidential Information”) is exchanged and received in connection with the Services, each party agrees not to use the other party’s Confidential Information except in the performance of, or as authorized by, this Agreement, and not to disclose, sell, license, distribute or otherwise make available such information to third parties. “Confidential Information” does not include: (i) information that was publicly available at the time of disclosure or that subsequently becomes publicly available other than by a breach of this provision, (ii) information previously known by or developed by the receiving party independent of the Confidential Information or independent of Red Canary Information obtained from any client or (iii) information that the receiving party rightfully obtains without restrictions on use and disclosure except where such is obtained from the client. Any Technical Data shall remain the confidential information and exclusive property of Client.
(b) Any Managed Threat Detection Services, Threat Alerts and information used to perform the Services, or included in any Threat Alert or Services, and any derivative works thereof, including but not limited to monitoring and analysis methodologies and tools, software, appliances, methodologies, code, customer, sender and recipient commercial and personal information, templates, service bureaus, tools, policies, records, working papers, knowledge, data or other intellectual property, written or otherwise and data, testing, analysis, evaluations and conclusions resulting from the disclosures herein shall remain the exclusive property of Red Canary.
Confidentiality; Ownership. (a) The Executive agrees that he shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business of the Company and the businesses of any of its subsidiaries or affiliates, any "Protected Information" in any "Unauthorized" manner or for any Unauthorized purpose (as such terms are hereinafter defined). Furthermore, the Executive acknowledges that he has no right to use the "Lauder" name, or any variation, combination or derivation thereof, in the fragrance, make-up, skin care or other personal care products businesses, or in any such way that would likely cause confusion with the Company's or any of its subsidiaries' products.
