CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law. 3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software. 3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber. 3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 9 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider TAP includes non-public information regarding features, functionality and performance of the NetworkApplications. Proprietary Information of Customer includes non-public data provided by Customer to TAP to enable the provision of the Applications (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network Applications or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Applications. TAP shall own and retain all right, title and interest in and to (a) the Network Applications and Softwarethe Services, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber Customer hereby grants Provider TAP a royalty-free, worldwide, transferable, sublicenseablesublicensable, irrevocable, perpetual license to use or incorporate into the Network Services and/or Software Applications any suggestions, enhancement requests, recommendations, correction or other feedback provided by SubscriberCustomer, including Users, relating to the functionality and/or operation of the Network Services and/or SoftwareApplications.
3.4 Notwithstanding anything to the contrary, Provider TAP shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Applications and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider TAP shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network Applications and for other development, diagnostic and corrective purposes in connection with the Network Applications and other Provider TAP offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of SubscriberCustomer.
3.5 No rights or licenses are granted except as expressly set forth herein.. Return to Home Page
Appears in 4 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 2 contracts
Samples: Saas Services Agreement, Terms and Conditions
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (excluding personal health information which shall be protected under the terms of a Business Associate Agreement entered by and between the Parties (“BAA”) after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, excluding any data that is derived from the Customer Data and any data compiled and retained by Company under the terms of its Privacy Policy. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Customer hereby grant to Company a royalty-free, fully-paid, non-exclusive, non- transferable, sub-licensable, worldwide right to any software, methodologies, templates, business processes, documentation or other material authored, invented or otherwise created by Customer while using or for use with the Intellectual Property. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 2 contracts
Samples: Terms and Conditions for Services, Terms and Conditions for Services
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. hereinafter
3.2 The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in connection with the performance of the Network SuperAnnotate Resources or as otherwise permitted hereinby the Terms, such as providing the Imagery to third party labelers) or divulge to any third person the any Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall does not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; Party without restriction, or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party; or (e) is . Receiving Party may disclose Proprietary Information, to the extent required, if required to be disclosed do so by lawvalid and applicable law or court order (after providing as much notice as possible to the Disclosing Party and assistance in limiting the scope of disclosure and applying for a protective order or other protective measures).
3.2 Provider 3.3 Customer retains its rights, title and interest in and to the Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. SuperAnnotate (or its licensors and subcontractors) own and retain all right, title and interest in and to (a) the Network and SoftwareSuperAnnotate Resources, all improvements, enhancements enhancements, or modifications theretoto any of the foregoing, (b) any software, applications, inventions inventions, or other technology developed in connection with the Network SuperAnnotate Resources or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to SuperAnnotate may collect and analyze data and other information relating to the provision, use use, and performance of various aspects of the Network SuperAnnotate Resources and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived from it) (collectively, the “SuperAnnotate Resources Data”), and Provider shall also have the right SuperAnnotate will be free (during and after the Term hereofterm of this Agreement) to (ai) use such information and data SuperAnnotate Resource Data to operate, improve and enhance develop the Network SuperAnnotate Resources, or any of them, as well as any other SuperAnnotate technology and for offerings, and (ii) disclose such data solely in aggregate or other developmentde-identified form in connection with its business. Customer hereby grants to SuperAnnotate a non-exclusive, diagnostic royalty-free, perpetual, irrevocable license, to use the SuperAnnotate Resources Data and corrective purposes to exploit any suggestions, enhancement requests, feedback, recommendations, or other ideas Customer provides to SuperAnnotate in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 SuperAnnotate Resources. No rights or licenses are granted except as expressly set forth hereinprovided.
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 2 contracts
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that any or both of the other party parties (the “Disclosing Party”) has have disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 2 contracts
Samples: Terms of Service, Terms of Service
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 (a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the Networkprovision of Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or
(d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider shall (b) Customer will own all right, title and interest in and to Customer Data, as well as any data provided to Customer as part of Services. Company will own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 2 contracts
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 2 contracts
Samples: Saas Services Agreement, Saas Terms of Service Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Edify includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Edify to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data , however any data that is based on or derived from the Customer Data with all Customer identifiable information removed shall be owned by Edify. Edify shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Edify shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Edify will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Edify offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non- public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and and
(c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 3. Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Customer shall have the right to request that Company deletes all Customer Data the Company holds about the Customer at any time, and Company will take reasonable steps to delete the Customer’s personal information from the current records. There may be exceptions to this right for specific legal reasons which, if applicable, Company will set out for the Customer in response to Customer request. If Customer terminates or deletes the account, Company will delete the personal information within 29 days of the deletion of the account.
Appears in 2 contracts
Samples: Saas Agreement, Saas Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party 6.1 All information disclosed by a Disclosing Party to a Receiving Party during the term of this Agreement will be deemed to be “Confidential Information” unless specifically designated as non-confidential at the time of disclosure. Without limiting the generality of the foregoing, the term “Confidential Information” shall include (the “Receiving Party”i) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to business plans, finances, marketing plans, promotional materials, strategies, costs, markets, pricing policies, proposals, bids, technologies, software, databases, mailing lists, designs, methodologies, processes, customer data, prospects, systems and related programs, technical and operating information and procedures, (ii) the specific terms of this Agreement and (iii) any other information about the business or operations of the Disclosing Party which is not designated as “non-confidential.” Notwithstanding the foregoing, information will not be deemed to be “Confidential Information” if such information (i) was known to the Receiving Party, and such information was acquired through proper methods, prior to its receipt from the Disclosing Party’s business , as evidenced by written records of the Receiving Party; (hereinafter referred ii) is now or (through no act or failure on the part of the Receiving Party) later becomes generally known in the information services industry through no breach of this Agreement by the Receiving Party; (iii) is supplied to as “Proprietary Information” the Receiving Party by a third party that is free to make that disclosure without restriction on disclosure; (iv) is disclosed by the Disclosing Party to a third party generally, without restriction on disclosure; or (v) is independently discovered or developed by the Receiving Party without use of any Confidential Information provided by the Disclosing Party).
6.2 Except as provided in this Section 6.2, the Receiving Party agrees that it will (i) treat all Confidential Information received from the Disclosing Party with at least the same degree of care which it applies to its own proprietary information, (ii) not divulge any Confidential Information, directly or indirectly, to any other Person, for any purpose whatsoever, and (iii) not make use of or copy such Confidential Information, except for the purposes permitted under this Agreement or an applicable Project Agreement. Proprietary Such Confidential Information may be disclosed only to those employees, consultants, and permitted subcontractors of Provider includes the Receiving Party who require access to such information for the purpose for which it was disclosed and who have written non-public information regarding featuresdisclosure obligations to the Receiving Party no less stringent than those outlined in this Section 6. In each case of permitted disclosure, functionality and performance each employee, consultant, or permitted subcontractor will be given only that limited portion of the NetworkConfidential Information that is necessary for the fulfillment of that Person's responsibilities consistent with this Agreement or the applicable Project Agreement. The Receiving Party agrees: (i) shall promptly report to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; Party any actual or suspected violation of this Section 6 and (ii) not to use (except in performance of the Network or shall take further steps as otherwise permitted herein) or divulge to any third person the Proprietary Information of may reasonably be requested by the Disclosing Party. The Disclosing Party to prevent or remedy any such violation.
6.3 Each Party agrees that the foregoing shall injury from any disclosure or unauthorized use of the other Party’s Confidential Information will be of such a character that it cannot apply be adequately compensated by monetary damages. Accordingly, if a Receiving Party breaches this Agreement, the Disclosing Party may, in addition to pursuing its other remedies under the law, seek to obtain from any court having jurisdiction over the subject matter and the Parties an injunction restraining any violation, without (i) having to prove the inadequacy of monetary damages and/or (ii) posting bond or other security in excess of $1,000.
6.4 If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with respect prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If the Disclosing Party waives compliance with the applicable provisions of this Agreement or fails to obtain a protective order or other remedy, the Receiving Party agrees to furnish only that portion of the Confidential Information that it is legally required to furnish in the reasonable opinion of its counsel.
6.5 As soon as any item of Confidential Information ceases to be necessary or useful to the Receiving Party for the purpose for which it was disclosed (and, in any event, after the termination of this Agreement and all Project Agreements), the Disclosing Party may, subject to any information after five (5) years following the disclosure thereof or any information rights that the Receiving Party can documentmay have acquired in or to that information pursuant to this Agreement or a particular Project Agreement, request its return or destruction, and the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other media consisting of such Confidential Information, without retaining any copies, and will confirm in writing that it has done so.
6.6 Notwithstanding any provision to the contrary contained in this Agreement, it is understood and agreed by the Parties that:
(a) is any and all products and technology (including all object code, source code, software, programs, applications, processes and related documentation), the rights to which are owned by UDW as of the Effective Date and/or as of the effective date of an applicable Project Agreement, whether or becomes generally available not used or provided in connection with UDW’s provision of services and products under this Agreement and/or any Project Agreement (the “UDW Technology”) is, and will remain, the sole and exclusive property of UDW, and, except as otherwise specifically provided in this Agreement and/or any Project Agreement, no license, right, title, interest in and/or to the publicUDW Technology is granted to Partner by virtue of this Agreement and/or any Project Agreement. As such, UDW will continue to have the unfettered right to utilize the UDW Technology (and any portion or portions thereof) in any manner as determined by UDW in its sole and absolute discretion except as provided in this Agreement or any Project Agreement; and
(b) was any and all products and technology (including all source code, software, programs, applications, processes and related documentation), the rights to which are owned by Partner as of the Effective Date and/or as of the effective date of an applicable Project Agreement, whether or not used or provided in connection with Partner’s provision of services and products under this Agreement and/or any Project Agreement (the “Partner Technology”) is, and will remain, the sole and exclusive property of Partner, and, except as otherwise specifically provided in this Agreement and/or any Project Agreement, no license, right, title, interest in and/or to the Partner Technology is granted to UDW by virtue of this Agreement and/or any Project Agreement. As such, Partner will continue to have the unfettered right to utilize the Partner Technology (and any portion or portions thereof) in any manner as determined by Partner in its possession sole and absolute discretion except as provided in this Agreement or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by lawProject Agreement.
3.2 Provider shall own and 6.7 Unless otherwise specifically provided in a Project Agreement executed pursuant to this Agreement:
(a) UDW will retain all right, title and interest in and to (a) any modifications made to the Network and SoftwareUDW Technology, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology derivative works derived from the UDW Technology developed in connection with UDW’s provisions of services and products under this Agreement and/or any Project Agreement (including, without limitation, any source code for said modifications and the Network or supportright to own all patents and copyrights relating thereto) including, but not limited to, modifications to enable the UDW Technology to function on a different operating system; and
(b) Partner will retain all right, title and interest to any modifications made to the Partner Technology, derivative works derived from the Partner Technology developed in connection with Partner’s provisions of services and products under this Agreement and/or any Project Agreement (including, without limitation, any source code for said modifications and the right to own all patents and copyrights relating thereto) including, but not limited to, modifications to enable the Partner Technology to function on a different operating system; and
(c) all intellectual property rights related All right title and interest to any new products and technology (including all source code, software, programs, applications, processes and related documentation) not in existence as of the foregoingEffective Date and/or the effective date of any applicable Project Agreement and developed by the Parties under this Agreement and/or any Project Agreement shall be retained by the Party who developed such new products and technology.
3.3 Subscriber hereby grants Provider a royalty-free6.8 Each Party agrees to indemnify, worldwidedefend and hold harmless the other Party and its directors, transferableofficers, sublicenseableemployees, irrevocableand agents from and against any and all liabilities, perpetual license to use or incorporate into the Network and/or Software any suggestionsactions, enhancement requestsclaims, recommendationsdemands, correction or other feedback provided by Subscriberliens, losses, damages, judgments, and expenses, including Usersreasonable attorneys’ fees, relating to that may arise from the functionality and/or operation disclosure or use of the Network and/or SoftwareConfidential Information in violation of this Agreement by such Party or any third parties to whom Confidential Information was disclosed.
3.4 Notwithstanding anything to the contrary6.9 The Receiving Party shall not alter or remove any patent, Provider shall have the right to collect and analyze data and copyright, trademark and/or other information relating to the provision, use and performance of various aspects notices contained on or in copies of the Network and related systems and technologies, and Provider software received under this Agreement. The existence of any such copyright notice shall also have the right (during and after the Term hereof) be construed as an admission or deemed to (a) use create a presumption that publishing of such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscribermaterial has occurred.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Strategic Alliance Agreement (Bonfire Productions, Inc.)
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 9.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five one (51) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 9.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 9.3 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “All information disclosed by a Disclosing Party”) has disclosed or may disclose business, technical or financial information relating Party to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The a Receiving Party agrees: during the term of this Agreement will be deemed to be confidential unless specifically designated as nonconfidential at the time of disclosure. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; (b) Party, and such information was in its possession or known by it acquired through proper methods, prior to its receipt from the Disclosing Party, as evidenced by written records of the Receiving Party; (cii) was rightfully disclosed is now or (through no act or failure on the part of the Receiving Party) later becomes generally known in the information services industry through no breach of this Agreement by the Receiving Party; (iii) is supplied to it without restriction the Receiving Party by a third partyparty that the Receiving Party in good faith believes is free to make that disclosure without restriction on disclosure; (div) was is disclosed by the Disclosing Party to a third party generally, without restriction on disclosure; or (v) is independently developed by the Receiving Party without use of any Proprietary Information of confidential information provided by the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider shall Except as provided in this subsection 3.2, the Receiving Party agrees that it will (i) treat all confidential information received from the Disclosing Party with at least the same degree of care which it applies to its own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications theretoproprietary information, (bii) not divulge any softwareconfidential information, applicationsdirectly or indirectly, inventions or to any other technology developed in connection with the Network or supportPerson, for any purpose whatsoever, and (ciii) all intellectual property rights related not make use of or copy such confidential information, except for the purposes permitted under this Agreement or an applicable Project Agreement. Such confidential information may be disclosed only to any those employees, consultants, and permitted subcontractors of the foregoingReceiving Party who require access to such information for the purpose for which it was disclosed and who have nondisclosure obligations to the Receiving Party. In each case of permitted disclosure, each employee, consultant, or permitted subcontractor will be given only that limited portion of the confidential information that is necessary for the fulfillment of that Person's responsibilities consistent with this Agreement or the applicable Project Agreement. The Receiving Party shall promptly report to the Disclosing Party any actual or suspected violation of this subsection and shall take further steps as may reasonably be requested by the Disclosing Party to prevent or remedy any such violation.
3.3 Subscriber hereby grants Provider Each Party agrees that the injury from any disclosure or unauthorized use of the other's confidential information will be of such a royalty-freecharacter that it cannot be adequately compensated by monetary damages. Accordingly, worldwideif a Receiving Party breaches this Agreement, transferablethe Disclosing Party may, sublicenseablein addition to pursuing its other remedies under the law, irrevocableseek to obtain from any court having jurisdiction over the subject matter and the Parties an injunction restraining any violation, perpetual license without (i) having to use prove the inadequacy of monetary damages or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction (ii) posting bond or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Softwaresecurity.
3.4 Notwithstanding anything to If the contraryReceiving Party becomes legally compelled (by interrogatories, Provider shall have the right to collect and analyze data and other requests for information relating to the provisionor documents, use and performance of various aspects of the Network and related systems and technologiessubpoena, and Provider shall also have the right (during and after the Term hereofcivil investigative demand or similar process) to (adisclose any confidential information, the Receiving Party will provide the Disclosing Party with prompt notice of that request(s) use such information and data to improve and enhance so that it may seek appropriate protective order or other appropriate remedy and/or waive the Network and for other development, diagnostic and corrective purposes in connection Receiving Party's compliance with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose provisions of this Agreement. If the Proprietary Information Disclosing Party waives compliance with the applicable provisions of Subscriber.
3.5 No rights this Agreement or licenses are granted except as expressly set forth herein.fails
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 2.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (ia) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (iib) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a1) is or becomes generally available to the public; , or (b2) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c3) was rightfully disclosed to it without restriction by a third party; , or (d4) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e5) is required to be disclosed by law.
3.2 Provider 2.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network and SoftwareServices, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Services or supportSupport Services, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 2.3 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public will not, however, include any information regarding features, functionality which (i) was or becomes publicly known and performance made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the NetworkReceiving Party; (ii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iii) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information, as shown by documents and other competent evidence in the Receiving Party’s possession. The Receiving Party agrees: (ia) to take reasonable precautions to protect the such Proprietary Information of the Disclosing PartyInformation; and (iib) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge disclose to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall will not apply with respect to any information after five (5) 5 years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider shall own disclosure. Rever owns and retain retains all right, title and interest in and to to: (ax) the Network and SoftwareRever Technology, all improvements, enhancements or modifications thereto, ; (by) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, ; and (cz) all intellectual property rights related to any of the foregoing.
3.3 Subscriber . All Rever rights not expressly granted herein are reserved. Customer hereby grants Provider to Rever and its affiliates a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual perpetual, royalty-free license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other exploit without restriction all feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Softwareregarding Rever Technology.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Pilot Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data (hereinafter collectively referred to as “Proprietary Confidential Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; such Confidential Information, and (ii) not to use (except in performance of the Network or as otherwise permitted hereinServices) or or, subject to Section 3.4, divulge to any third person the Proprietary Information of any such Confidential Information. The Receiving Party agrees to promptly notify the Disclosing PartyParty of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
: (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Confidential Information of the Disclosing Party; Party or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.
3.2 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 3.1, Section 3.4 and Section 3.5, not disclose or permit access to Confidential Information other than to its Representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 3; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section. In the event Confidential Information is disclosed in violation of this Section 3, the Receiving Party shall promptly notify the Disclosing Party of such disclosure.
3.3 Subject to Section 3.4, Customer shall own all right, title and interest in and to the Customer Data. Provider shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, ; (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, ; and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including information concerning Customer Data and Resultant Data), and Provider shall also have the right will be free (during and after the Term term hereof) to to: (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.; and
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party”). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkPlatform. Proprietary Information of Customer includes non- public data provided by Customer to Company through the Platform or as part of the Services (“Customer Data”). The Receiving Party agrees: (ia) to take reasonable precautions to protect the such Proprietary Information of the Disclosing PartyInformation; and (iib) not to use (except in performance of the Network a party’s rights or as otherwise permitted hereinobligations under this Agreement) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information Proprietary Information after five (5) 5 years following the disclosure thereof or any information Proprietary Information that the Receiving Party can document:
: (ai) is or becomes generally available to the public; (bii) was in its possession or known by it prior to receipt from the Disclosing Party; (ciii) was rightfully disclosed to it without restriction by a third party; (div) was independently developed without use of any Proprietary Information of the Disclosing Party; or (ev) is required to be disclosed by law.
3.2 Provider Company shall own and retain all right, title title, and interest in and to to: (a) the Network Platform and Software, all derivative works, improvements, enhancements enhancements, or modifications thereto, ; (b) any works of authorship, software, applications, inventions inventions, or other technology technology, developed in connection with the Network Platform, the Software, the Services, or the provision of support, ; and (c) all intellectual property rights related to any of the foregoing. To the extent any rights, title, or interest in and to the foregoing vest in Customer, Customer hereby irrevocably assigns such right, title, and interest to Company. Customer will not have any rights to the Platform except as expressly granted in this Agreement. Company reserves to itself all rights to the Platform and Services not expressly granted to Customer in accordance with this Agreement.
3.3 Subscriber If Customer provides any feedback to Company concerning the functionality and performance of the Platform (including identifying potential errors and improvements) or the Services, Customer hereby irrevocably assigns to Company all right, title, and interest in and to such feedback and Company is free to use the feedback without payment or restriction.
3.4 Customer shall provide a written testimonial of the Platform, and Services if applicable, that Company may publicly displayed on the Company’s website. Company may use Customer’s name, trademark, tradename, service mark, and logo in its Platform, client lists, promotional materials, and on its website and other social media platforms to identify Customer as Company’s customer.
3.5 Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants Provider to Company during the Term a non-exclusive, irrevocable (subject to Customer’s rights to terminate this Agreement), royalty-free, worldwide, transferable, sublicenseableworldwide license, irrevocablewith the right to grant and authorize sublicenses as set forth below, perpetual to process, transmit, store, use, disclose, display, and benefit from the Customer Data in connection with the performance of its obligations or the exercise of its rights under this Agreement. Company may sublicense this license to use any third party who acts for or incorporate into the Network and/or Software in support of Company, provided that Company is responsible for any suggestions, enhancement requests, recommendations, correction or other feedback provided breach of this Agreement by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Softwareany such sublicensee.
3.4 3.6 Notwithstanding anything to the contrary, Provider Company shall have the right to to: (a) collect and analyze data and other information relating to the provision, use use, and performance of various aspects of the Network Platform and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom) (“Usage Data”), and Provider shall also have the right Company will be free (during and after the Term hereofTerm) to (a) use such information and data Usage Data to improve and enhance the Network Platform, Software, and Services and for other development, diagnostic and corrective diagnostic, corrective, or other business purposes in connection with the Network Platform and other Provider Company offerings, and ; and
(b) disclose use Customer Data in a deidentified and aggregated manner in Company’s sole discretion (together with Usage Data, “Company Data”). For the avoidance of doubt, such data, so long as it doesn’t otherwise disclose the Company Data shall not constitute Customer Data. Company Data will constitute Proprietary Information of SubscriberCompany.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Master Sales Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to to
(a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed 3 in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de- identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Service Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoingforegoing and
(d) data that is derived from the Customer Data.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party party, as a recipient of information (the “Receiving Party”) understands that the other disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality and performance of the NetworkServices. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third third-party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law. Notwithstanding anything to the contrary, there shall be no expiration or termination to the obligation of confidentiality owed by the Receiving Party hereunder as to any trade secret shared by the Disclosing Party. Nothing in the Agreement will be construed to convey any title or ownership rights of a party’s Proprietary Information to the other.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Service Provider shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, including those resulting from feature requests or other suggestions from the Customer, (b) any software, applications, inventions or other technology developed in connection with the Network professional services, implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Service Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Service Provider shall also have the right will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Service Provider offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No data solely in aggregate or other de-identified form in connection with its business. Service Provider reserves all rights or licenses are not expressly granted except as expressly set forth herein.
Appears in 1 contract
Samples: Software License Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Reduct includes non-public information regarding features, functionality functionality, performance, Terms, and performance pricing of the NetworkService as well as the Software, the technology and specifications underlying the Service, current and prospective customers, investor details, and product road maps. Proprietary Information of Customer includes non- public data provided by Customer to Reduct to enable the provision of the Services (“Customer Data”) including all aspects of Customer’s videos: the video (both the moving images and any still frames), the audio components (both audible and transcribed), the metadata tied to Customer’s submitted video, and how Customer modify any of that using Reduct’s services (such as highlighting or editing) (collectively, the Footage”).
3.2 The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted hereinby the Terms, such as providing audio recordings of interview footage to third party transcriptionists) or divulge to any third person the any Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall does not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; Party without restriction, or
(c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party; or (e) is . Receiving Party may disclose Proprietary Information, to the extent required, if required to be disclosed do so by lawvalid and applicable law or court order (after providing as much notice as possible to the Disclosing Party and assistance in limiting the scope of disclosure and applying for a protective order or other protective measures).
3.2 Provider shall 3.3 Customer retains its rights, title and interest in and to the Customer Data. Reduct (or its licensors and subcontractors) own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements enhancements, or modifications theretoto any of the foregoing, (b) any software, applications, inventions inventions, or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to Reduct may collect and analyze data and other information relating to the provision, use use, and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived from it) “Services Data”, and Provider shall also have the right Reduct will be free (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party party, as a recipient of information (the “Receiving Party”) understands that the other disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-non- public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non- public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third third-party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law. Notwithstanding anything to the contrary, there shall be no expiration or termination to the obligation of confidentiality owed by the Receiving Party hereunder as to any trade secret shared by the Disclosing Party. Nothing in the Agreement will be construed to convey any title or ownership rights of a party’s Proprietary Information to the other.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Service Provider shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, including those resulting from feature requests or other suggestions from the Customer, (b) any software, applications, inventions or other technology developed in connection with the Network professional services, implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Service Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Service Provider shall also have the right will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Service Provider offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No data solely in aggregate or other de-identified form in connection with its business. Service Provider reserves all rights or licenses are not expressly granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas License Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologies, and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriberdata solely in aggregate or other de-identified form in connection with its business.
3.5 No 3.4 Except for express licenses granted in this Agreement, neither party is granting or assigning to the other party any right, title, or interest, express or implied, in or to the party’s intellectual property. Each party reserves all rights or licenses are granted except as expressly set forth hereinin such intellectual property.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data (hereinafter collectively referred to as “Proprietary Confidential Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; such Confidential Information, and (ii) not to use (except in performance of the Network or as otherwise permitted hereinServices) or or, subject to Section 3.4, divulge to any third person the Proprietary Information of any such Confidential Information. The Receiving Party agrees to promptly notify the Disclosing PartyParty of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
: (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Confidential Information of the Disclosing Party; Party or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.
3.2 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 3.1, Section 3.4 and Section 3.5, not disclose or permit access to Confidential Information other than to its Representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 3; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section. In the event Confidential Information is disclosed in violation of this Section 3, the Receiving Party shall promptly notify the Disclosing Party of such disclosure.
3.3 Subject to Section 3.4, Customer shall own all right, title and interest in and to the Customer Data. Provider shall own and retain all right, title and interest in and to (a) the Network Services and Service Software, all improvements, enhancements or modifications thereto, ; (b) any software, applications, inventions or other technology developed in connection with the Network implementation services or support, ; and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including information concerning Customer Data and Resultant Data), and Provider shall also have the right will be free (during and after the Term term hereof) to to: (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.; and
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party party, as a recipient of information (the “Receiving Party”) understands that the other disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Aurea includes non-public information regarding features, functionality and performance of the NetworkSoftware. Proprietary Information of Customer includes non-public data provided by Customer to Aurea to enable the provision of the Software (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Software or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third third-party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider . Notwithstanding anything to the contrary, there shall be no expiration or termination to the obligation of confidentiality owed by the Receiving Party hereunder as to any trade secret shared by the Disclosing Party. Nothing in this Agreement will be construed to convey any title or ownership rights of a party’s Proprietary Information to the other. Customer shall own all right, title and interest in and to the Customer Data. Aurea shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, including those resulting from feature requests or other suggestions from the Customer, (b) any software, applications, inventions or other technology developed in connection with the Network professional services, implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 . Notwithstanding anything to the contrary, Provider Xxxxx shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Xxxxx service, the Software and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Xxxxx will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Software and for other development, diagnostic and corrective purposes in connection with the Network Software and other Provider Xxxxx offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No data solely in aggregate or other de-identified form in connection with its business. Aurea reserves all rights or licenses are not expressly granted except as expressly set forth herein.
Appears in 1 contract
Samples: Aurea Plan Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, marketing, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes OWNZONES includes, without limitation, non-public information regarding features, functionality and performance of the NetworkServices and Software. Proprietary Information of Company includes non- public data provided by Company to OWNZONES to enable the provision of the Services (“Company Data”). The Receiving Party agrees: (i) to take reasonable precautions to SAAS Standard Terms and Conditions protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Company shall own all right, title and interest in and to the Company Data and Company Content. OWNZONES shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications theretothereto including without limitation any software developed and/or controlled by OWNZONES for purposes of integrating the Company Systems for use with the Services and Software and any intellectual property resulting from such integration, (b) any software, applications, inventions or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 . Notwithstanding anything to the contrarycontrary set forth in this Agreement, Provider OWNZONES shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services, Software and related systems and technologiestechnologies (including, without limitation, information concerning Company Data and data derived therefrom), and Provider shall also have the right OWNZONES will be free (during and after the Term hereof) to (ai) use such information and data to improve and enhance the Network Services and Software and for other development, diagnostic and corrective purposes in connection with the Network Services, Software and other Provider OWNZONES offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Standard Terms and Conditions
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider the Disclosing Party includes any non-public information information, regardless of whether or not marked as “confidential” regarding any technical information, features, source code, object code, functionality and performance of the NetworkServices. Your proprietary Information includes non-public data provided by You to PRODSMART to enable the provision of the Services (“Your Data”); provided however, to the extent Your Data is aggregated in anonymous form, such data shall not be considered Proprietary Information and may be disclosed or be used by PRODSMART for internal business purposes or disclosed to third parties. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of except to contractors or agents performing services under this Agreement; and, (ii) the Receiving Party Agrees to take reasonable precautions, including industry standard security measures, to protect Proprietary Information from the Disclosing Party. The Disclosing Party agrees that foregoing obligation to maintain the foregoing confidentiality of the Proprietary Information shall survive any termination or expiration of this Agreement. Proprietary Information shall not apply with respect to any information after five (5) years following the disclosure thereof or include any information that the Receiving Party can document:
(a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by lawlaw provided the Receiving Party promptly notifies the Disclosing Party of such requirement in order for the Disclosing Party to obtain a protective order.
3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Terms of Use
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 4.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Confidential Information” of the Disclosing Party). Proprietary Confidential Information of Provider Cyara includes non-public information regarding features, functionality and performance of the NetworkService. Confidential Information of Company includes non-public data provided by Company to Cyara to enable the provision of the Services (“Company Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; such Confidential Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Partyany such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Confidential Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 4.2. As between Cyara and Company, Company shall own all right, title and interest in and to the Company Data and its Confidential Information, and all related intellectual property rights. Cyara shall own and retain all right, title and interest in and to (a) the Network Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider 4.3. Cyara shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services or Software and related systems and technologiestechnologies (including, without limitation, information concerning Company Data and data derived therefrom), and Provider shall also have the right Cyara will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Cyara offerings, and (bii) use and disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriberdata solely in aggregate or other anonymized form.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Master Managed Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 4.2 Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, ,
(b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 4.3 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Subscription Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party Party (the “Receiving Party”) understands that the other party Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, or any other non-public confidential information of Customer provided to Company (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Cloud Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and any data provided by any patient or client of Customer (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 5.2 Customer shall own all right, title and interest in and to the Customer Data and the intellectual property provided to Company as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding the foregoing, Company agrees to provide Customer all source code created for Customer under Customization Services in Exhibit D within thirty (30) days of a notice of termination and agrees to allow Customer to use such source code with any third party platform at no additional cost. Notwithstanding the foregoing, Company owns its Xxxxx CloudTM platform software, its plugins and derivative applications, including the source code, and shall own any modifications thereto.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 5.3 Notwithstanding anything to the contrarycontrary but subject to Customer’s ownership of Customer Data, Provider Company shall have the right to collect and analyze data and other information relating to solely of the provisionpurpose of evaluating, use analyzing and performance of improving various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider related Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose .. Nothing herein shall permit Company to use any patient or client data or intellectual property of Customer outside the Proprietary Information provision of Subscriber.
3.5 Services to Customer or after the expiration or termination of this Agreement. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, (c) data, including personal data, provided by the Customer and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Affiliate Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Hustle includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Hustle to enable the provision of the Services (“Customer Data”), including without limitation the names and phone numbers of volunteers. The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. If Customer or any of its employees or contractors sends or transmits any communications or materials to Hustle by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Customer retains all right, title and interest in and to the Feedback, and Hustle shall be free to use the Feedback. Hustle shall own and retain all right, title and interest in and to (a) the Network and SoftwareServices, all improvements, enhancements or modifications theretothereto (including, but not limited to, any improvements, enhancements or modifications to the Service based on Feedback), (b) any software, applications, inventions or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality functionality, and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (excepting trade secrets) or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or Party or
(e) is required to be disclosed by law.
3.2 Provider 3.2. Customer shall own all right, title and interest in and to the Customer Data. Customer agrees that Company is an “authorized integrator” (or words of similar import) under applicable law. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, and display Customer Data to the extent necessary to perform its obligations, including, but not limited to, developing, modifying, improving, supporting, customizing, and operating the Services. Company may use, copy, transmit, index, model, and aggregate (including with other customers’ data) Customer Data for the purpose of (1) developing, improving or customizing the Services, and (2) publishing, displaying, and distributing anonymous information (i.e., information where Customer or its customers are not capable of being identified) derived from Customer Data.
3.3. Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de- identified form in connection with its business.
3.4. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 . Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No no rights or licenses are granted except as expressly set forth herein.
3.5. Company will have no obligation to provide Customer with access to the Customer Data if Customer is in breach of any of its obligations under the Agreement, including its payment obligations. Otherwise, Company may delete all Customer Data in its systems. Requests for Customer Data downloads at any other time will be subject to Company’s reasonable discretion and additional fees.
Appears in 1 contract
Samples: Master Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Saas Terms and Conditions
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-non- public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Company’s privacy policy, as updated from time-to-time, located at: xxxxx://xxx.xxxxxxxx.xxx/privacy or such other URL as Company may provide from time to time (“Privacy Policy”), describes the collection, use, and sharing of certain information that may be provided or obtained in connection with Customer’s use of the Services. Customer acknowledges and agrees that all Users will read and understand the Privacy Policy before accessing or using the Services. By using the Services, Customer acknowledge that Customer Data will be processed in accordance with the Privacy Policy and this Agreement and may be processed in a country where it was collected, as well as in countries where privacy laws may be less stringent, including the United States. By using the Services or submitting Customer Data through the Services, Customer expressly consent to such processes. To the extent Customer provide personal information about a named person or entity that is not a current User of the Services, Customer represent that Customer have that person’s or entity’s consent to do so.
3.3 Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants Company and its Affiliates the right to access, use, modify, and disclose Customer Data (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with the terms herein, (c) as set forth in the Privacy Policy, or (d) as Customer expressly permit in writing. Customer hereby grants (and Company represents and warrants that it has the right to grant) to Company a perpetual, irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to use, reproduce, distribute, catalog, modify, edit, adapt, compile, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit the Customer Data, and to grant sublicenses of the foregoing rights, provided that (i) it is used only for internal administrative purposes and general usage statistics; (ii) does not identify Customer or Customer agents, representatives, customers or employees and is not attributable to such persons or entities in any way; and (iii) where Customer Data is used in this manner to create publicly disclosed general usage statistics, such statistics are used to report only the total aggregate use among Company customers. Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Services (“Feedback”). Company shall not seek additional permission from Company for any such uses and Customer expressly waive any right of approval or compensation for such uses. Customer hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Feedback.
3.4 Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Services or support, (c) all reports and analysis that may include Customer Data, and (cd) all intellectual property rights related to any of the foregoing. No rights are granted to Customer hereunder other than as expressly set forth herein.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 3.5 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriberdata solely in aggregate or other de-identified form in connection with its business.
3.5 3.6 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes the non-public data that Customer uploads into the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to to
(a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de- identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4 From time-to-time Customer or its employees, contractors, or representatives may provide Company with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Company a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Company’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
3.5 The parties agree to be bound by the terms of the Scarf Data Processing Agreement set forth at xxxxx://xxx.xxxxx.xx/legal.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Dreamdata includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Dreamdata to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Dreamdata shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, and (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Dreamdata shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Dreamdata will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Dreamdata offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Terms of Service
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 3. Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-non- public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; , or
(b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or
(d) was independently developed without use of any Proprietary Information of the Disclosing Party; or Party or
(e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the NetworkServices (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (a) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 . No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider 2. Company shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 3. [Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No data solely in aggregate or other de-identified form in connection with its business.]No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider SKYBOX includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to SKYBOX to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider SKYBOX shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider SKYBOX shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived there from), and Provider shall also have the right SKYBOX will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider SKYBOX offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Terms of Service
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services (as specified in writing prior to the Network execution of this Agreement, or requested by Customer) or support, (c) all data derived from the Customer Data, and (cd) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the Networkprovision of Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider shall b) Customer will own all right, title and interest in and to Customer Data Company will own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 c) Notwithstanding anything to the contrary, Provider shall Company will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or
(b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Service Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Company shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 [Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No data solely in aggregate or other de-identified form in connection with its business.]No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-non- public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, ,
(b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 [Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Software as a Service Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and Software (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
show with documentary evidence (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider If Receiving Party is required by law or court order to disclose any Proprietary Information of Disclosing Party, it may do so but only to the extent required and, prior to such disclosure, the Receiving Party will provide the Disclosing Party prompt written notice of such requirement and assistance in obtaining an order protecting the information from any disclosure or limiting the extent of information to be disclosed.
3.3 Company shall own and retain all right, title and interest (including without limitation all patent, copyright, trademark, trade secret and any other intellectual property rights) in and to to
(a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider 3.4 Company shall have a royalty-free, worldwide, transferable, sublicenseablesublicensable, irrevocable, perpetual perpetual, unrestricted license to use or and/or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction recommendations or other feedback (“Feedback”) provided by Subscriber, including Users, Customer or its users relating to the functionality and/or operation of the Network and/or Software, provided that such Feedback does not include any Customer Proprietary Information, including (without limitation) any Customer Data or Personal Information.
3.4 Notwithstanding anything 3.5 Customer shall own all right, title and interest in and to the contraryCustomer Data, Provider including any “Personal Information” as that term is defined in Canada’s Personal Information Protection and Electronic Documents Act.
3.6 Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (“Pattern Data”), and Provider shall also own all related rights provided that Company shall have no right to collect, use or disclose any Personal Information other than for the right (specific purpose of providing the Services during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 Term. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Terms and Conditions
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]. Company shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 [Notwithstanding anything to the contrary, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Company will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Company offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.and
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party Party (the “Receiving Party”) understands that the other party Party (the “Disclosing Party”) has disclosed or may disclose businessProprietary Information, technical as hereinafter defines. “Proprietary Information” shall mean the confidential and proprietary information or financial data furnished directly or indirectly by the Disclosing Party to the Receiving Party before or after the date hereof, which, in the case of written, recorded, graphical or electronically communicated or stored information, or any other information relating in tangible form, that is identified as Proprietary Information hereunder or that the Receiving Party should reasonably understand to be considered Proprietary Information by the Disclosing Party because of legends and/or other written markings, or, in the case of oral information, the Receiving Party should reasonably understand to be considered Proprietary Information by the Disclosing Party because of a written communication from the Disclosing Party to the Receiving Party that is delivered within five (5) days of the initial oral communication. Notwithstanding the foregoing, and even if such information does not bear legends or markings indicating it is proprietary or confidential, Proprietary Information shall include all information disclosed by Parties to each other regarding pricing or terms quoted by the Torqata. Notwithstanding anything contained herein to the contrary, the term “Proprietary Information” does not include information which: (a) has been published or is otherwise in the public domain, through no fault of the Receiving Party, at the time of the disclosure; (b) prior to disclosure hereunder is within the legitimate possession of the Receiving Party, as reasonably evidenced by a contemporaneous writing; (c) becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any violation of law or breach of any confidentiality obligation owed by such source to the Disclosing Party’s business (hereinafter referred , which violation or breach was known or should reasonably have been known to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (ed) is required independently developed by the Receiving Party through third-parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information, as reasonably evidenced by a contemporaneous writing. For the sake of clarity, Anonymized Data shall be disclosed by lawconsidered Torqata’s Proprietary Information.
3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Subscription Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “All information disclosed by a Disclosing Party”) has disclosed or may disclose business, technical or financial information relating Party to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The a Receiving Party agrees: during the term of this Agreement will be deemed to be confidential unless specifically designated as nonconfidential at the time of disclosure. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public; (b) Party, and such information was in its possession or known by it acquired through proper methods, prior to its receipt from the Disclosing Party, as evidenced by written records of the Receiving Party; (cii) was rightfully disclosed is now or (through no act or failure on the part of the Receiving Party) later becomes generally known in the information services industry through no breach of this Agreement by the Receiving Party; (iii) is supplied to it without restriction the Receiving Party by a third partyparty that the Receiving Party in good faith believes is free to make that disclosure without restriction on disclosure; (div) was is disclosed by the Disclosing Party to a third party generally, without restriction on disclosure; or (v) is independently developed by the Receiving Party without use of any Proprietary Information of confidential information provided by the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Provider Except as provided in this subsection 3.2, the Receiving Party agrees that it will (i) treat all confidential information received from the Disclosing Party with at least the same degree of care which it applies to its own proprietary information, (ii) not divulge any confidential information, directly or indirectly, to any other Person, for any purpose whatsoever, and (iii) not make use of or copy such confidential information, except for the purposes permitted under this Agreement or an applicable Project Agreement. Such confidential information may be disclosed only to those employees, consultants, and permitted subcontractors of the Receiving Party who require access to such information for the purpose for which it was disclosed and who have nondisclosure obligations to the Receiving Party. In each case of permitted disclosure, each employee, consultant, or permitted subcontractor will be given only that limited portion of the confidential information that is necessary for the fulfillment of that Person's responsibilities consistent with this Agreement or the applicable Project Agreement. The Receiving Parry shall own promptly report to the Disclosing Party any actual or suspect violation of this subsection and shall take further steps as may reasonably be requested by the Disclosing Party to prevent or remedy any such violation.
3.3 Each Party agrees that the injury from any disclosure or unauthorized use of the other's confidential information will be of such a character that it cannot be adequately compensated by monetary damages. Accordingly, if a Receiving Party breaches this Agreement, the Disclosing Party may, in addition to pursuing its other remedies under the law, seek to obtain from any court having jurisdiction over the subject matter and the Parties an injunction restraining any violation, without (i) having to prove the inadequacy of monetary damages or (ii) posting bond or other security.
3.4 If the Receiving Parry becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any confidential information, the Receiving Party will provide the Disclosing Party with prompt notice of that request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party's compliance with the provisions of this Agreement. If the Disclosing Party waives compliance with the applicable provisions of this Agreement or fails to obtain a protective order or other remedy, the Receiving Party agrees to furnish only that portion of the confidential information that it is legally required to furnish in the reasonable opinion of its counsel.
3.5 As soon as any item of confidential information ceases to be necessary or useful to the Receiving Parry for the purpose for which it was disclosed, the Disclosing Party may, subject to any rights that the Receiving Party may have acquired in or to that information pursuant to a Project Agreement, request its return or destruction, and the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other media consisting of that confidential information, without retaining any copies, and will confirm in writing that it has done so.
3.6 Notwithstanding any provision to the contrary contained in this Agreement, it is understood and agreed by the parties that: any HNC products and technology existing as of the Effective Date or as of the date of the applicable Project Agreement Effective Date and used in connection with HNC's provision of services and performance hereunder and/or incorporated into any items developed with respect to any Project undertaken hereunder (the "HNC Technology") is, and will remain, the sole and exclusive property of HNC, and, except as otherwise specifically provided in this Agreement and/or any Project Agreement, no license, right, title, interest in and/or to such HNC Technology is granted to OSI by virtue of this Agreement and/or any Project Agreement and/or HNC's performance hereunder. As such, HNC will continue to have the unfettered right to utilize the HNC Technology (and any portion or portions thereof) in any manner as determined by HNC in its sole and absolute discretion. any OSI products and technology existing as of the Effective Date or as of the date of the applicable Project Agreement Effective Date and used in connection with OSI's provision of services and performance hereunder and/or incorporated into any items developed with respect to any Project undertaken hereunder (the "OSI Technology") is, and will remain, the sole and exclusive property of OSI, and, except as otherwise specifically provided in this Agreement and/or any Project Agreement, no license, right, title, interest in and/or to such OSI Technology is granted to HNC by virtue of this Agreement and/or any Project Agreement and/or OSI's performance hereunder. As such, OSI will continue to have the unfettered right to utilize the OSI Technology (and any portion or portions thereof) in any manner as determined by OSI in its sole and absolute discretion. Unless otherwise specifically provided in a Project Agreement attached to this Agreement: HNC will retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating modifications made to the functionality HNC Technology, derivative works derived from the HNC Technology, and/or operation of incorporating the Network HNC Technology pursuant to this Agreement and/or Software.
3.4 Notwithstanding anything to the contraryany Project Agreement (including, Provider shall have without limitation, any source code for said modifications and the right to collect own all patents and analyze data copyrights relating thereto) including, but not limited to, modifications to enable the HNC Technology to function on a different operating system. OSI will retain all right, title and other information relating interest to any modifications made to the provisionOSI Technology, use derivative works derived from the OSI Technology, and/or incorporating the OSI Technology pursuant to this Agreement and/or any Project Agreement (including, without limitation, any source code for said modifications and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during to own all patents and after copyrights relating thereto) including, but not limited to, modifications to enable the Term hereof) OSI Technology to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriberfunction on a different operating system.
3.5 No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Company includes non-public information regarding features, functionality and performance of the NetworkNinjio System including, but not limited to, video content. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable Authorized Users to access the Ninjio System (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of accessing and using the Network or Ninjio System as otherwise expressly permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Network Ninjio System (including, but not limited to, the videos that are a part thereof) and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by Company in connection with implementing and making the Network Ninjio System available to Customer or supportsupporting Customer in connection with its use of the Ninjio System, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrarycontrary herein, Provider Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Ninjio System and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right (during and after the Term hereof) Company will be free to (ai) use such information and data to improve and enhance the Network Ninjio System and for other development, diagnostic and corrective purposes in connection with the Network Ninjio System and other Provider Company offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses in the Ninjio System (including, but not limited to, the videos which are a part thereof) are granted except as expressly set forth herein.
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. to
4.2 The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted hereinby the Terms, such as providing audio recordings of interview footage to third party transcriptionists) or divulge to any third person the any Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall does not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; Party without restriction, or
(c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party; or (e) is . Receiving Party may disclose Proprietary Information, to the extent required, if required to be disclosed do so by lawvalid and applicable law or court order (after providing as much notice as possible to the Disclosing Party and assistance in limiting the scope of disclosure and applying for a protective order or other protective measures).
3.2 Provider shall 4.3 Customer retains its rights, title and interest in and to the Customer Data. Reduct (or its licensors and subcontractors) own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements enhancements, or modifications theretoto any of the foregoing, (b) any software, applications, inventions inventions, or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 4.4 Notwithstanding anything to the contrary, Provider shall have the right to Reduct may collect and analyze data and other information relating to the provision, use use, and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived from it) “Services Data”, and Provider shall also have the right Reduct will be free (during and after the Term hereofterm of this Agreement) to (ai) use such information and data Services Data to operate, improve and enhance develop the Network Services and for other development, diagnostic and corrective purposes in connection with the Network and other Provider Reduct technology and offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth hereinprovided.
Appears in 1 contract
Samples: Saas Services Agreement
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider Hustle includes non-public information regarding features, functionality and performance of the NetworkService. Proprietary Information of Customer includes non-public data provided by Customer to Hustle to enable the provision of the Services (“Customer Data”), including without limitation the names and phone numbers of volunteers. The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
document (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; Party or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title and interest in and to the Customer Data. If Customer or any of its employees or contractors sends or transmits any communications or materials to Hustle by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Customer retains all right, title and interest in and to the Feedback, and Hustle shall be free to use the Feedback. Hustle shall own and retain all right, title and interest in and to (a) the Network and SoftwareServices, all improvements, enhancements or modifications theretothereto (including, but not limited to, any improvements, enhancements or modifications to the Service based on Feedback), (b) any software, applications, inventions or other technology developed in connection with the Network Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Hustle shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and Provider shall also have data derived therefrom) in accordance with its privacy policy at xxxxx://xxx.xxxxxx.xxx/privacy. ("Privacy Policy”) attached hereto as Exhibit B, as modified by the right terms of this Agreement. Hustle will be free (during and after the Term term hereof) to (ai) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other Provider Hustle offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. In no case will such aggregate or de-identified data contain any Personal Identifying Information, as defined in Section 10-501(a) of the Administrative Code of the City of New York, or Confidential Information as defined in Section 3 of this Agreement , nor shall it identify the City of New York specifically as the source of any such data.
Appears in 1 contract
CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical technical, or financial information relating to the Disclosing Party’s their business (hereinafter referred to as “Proprietary Information” of ”). Proprietary information includes any and all information disclosed by either party (the “Disclosing Party’) to the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary. Proprietary Information of Provider Ribbon includes non-public information regarding features, functionality functionality, and performance of the Networkservices. Proprietary Information of Customer includes non-public data provided by Customer to Ribbon to enable the provision of the services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the such Proprietary Information of the Disclosing Party; Information, and (ii) not to use (except in performance of the Network services or as otherwise permitted herein) or divulge to any third person the any such Proprietary Information of the Disclosing PartyInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
: (a) is or becomes generally available to the public; , or (b) was in its possession or known by it prior to receipt from the Disclosing Party; , or (c) was rightfully disclosed to it without restriction by a third party; , or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; , or (e) is required to be disclosed by law.
3.2 Provider Customer shall own all right, title, and interest in and to the Customer Data. Ribbon shall own and retain all right, title title, and interest in and to to: (a) the Network services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation of the Network services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary, Provider Ribbon shall have the right to collect and analyze data and other information relating to the provision, use use, and performance of various aspects of the Network services and related systems and technologiestechnologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider shall also have the right Ribbon will be free (during and after the Term term hereof) to to: (ai) use such information and data to improve and enhance the Network services and for other development, diagnostic diagnostic, and corrective purposes in connection with the Network services and other Provider Ribbon offerings, and (bii) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber.
3.5 data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Appears in 1 contract
Samples: Edgeview Service Control Center Terms and Conditions
