Common use of CONFIDENTIALITY; PROPRIETARY RIGHTS Clause in 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any 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 is or becomes generally available to the public, or (a) was in its possession or known by it prior to receipt from the Disclosing Party, or (b) was rightfully disclosed to it without restriction by a third party, or (c) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.

Appears in 2 contracts

Samples: Saas Services Agreement, Terms of Service

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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 technical, or financial information relating to the Disclosing Party’s business, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company BHTC includes non-public information regarding features, functionality functionality, and performance of the Service. Confidential Proprietary Information of Customer Client includes nonpublic non-public data provided by Customer Client to Company BHTC to enable the provision of the Services and any information found in Client’s files, documents, emails, and calendars on Client’s systems to which BHTC will have access to (“Customer Client Data”). The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or € is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer 3.2 Client shall own and retain all right, title title, and interest in and to the Customer Client Data, as well as any data that is based on or derived from the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality provided to Client as part of the Customer DataServices. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company 3.3 BHTC shall have the right to collect and analyse 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 Client Data and data derived therefrom), and Company BHTC will be free (during and after the Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 BHTC offerings, and (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 2 contracts

Samples: Managed It Services Agreement, Managed It 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services Platform or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. 4.2 During the Term, any court of competent jurisdictionCustomer will provide, or any regulatory or administrative body, provided thatotherwise make available, to Company the extent it Customer Data. As used herein, “Customer Data” means all data and other information that is legally permitted provided to do so, it gives the Disclosing Party as much prior notice Company through Customer’s use of the disclosure as possible. 3.2Platform or is otherwise made available to Company by Customer (or at the direction of Customer). Customer shall own Data may be provided or made available to Company directly by Customer or indirectly by authorizing Customer’s third-party vendors to provide such Customer Data to Company. Customer hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, royalty-free, paid-up, revocable, perpetual license to use, copy, execute, reproduce, display, perform, disclose, distribute and retain prepare derivative works of the Customer Data for the purposes of (i) providing the Platform and Professional Services to Customer, and (ii) to improve and develop the Platform, Professional Services and Company’s other products and services. Customer represents and warrants that it has all rightnecessary rights, title consents, approvals and interest in authorizations to collect, process, disclose, license, use and give Company access to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer DataData as contemplated by this Agreement. 3.3. 4.3 Company shall own and retain all right, title and interest in and to (a) the Services Platform and Software, all improvements, enhancements enhancements, derivative works, or modifications thereto, (b) all Professional Services IP, (c) any software, applications, inventions data that is based on or other technology developed in connection with Services or supportderived from the Customer Data (including derivative works of the Customer Data), and (cd) all intellectual property rights related to any of the foregoingforegoing (collectively, the “Company IP”). 3.4. 4.4 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse analyze data and other information relating to the provision, use and performance of various aspects of the Platform and Professional Services rendered to Customer 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 TermTerm as applicable) to (i) use such information for the purpose of providing the Services; (ii) use and disclose such information and data (a) to improve and enhance the Services Platform, and (b) for other development, improvement, diagnostic and corrective purposes in connection with providing the Services Platform and other Company offeringsofferings to Customer and to third parties. 4.5 During the Term, Customer may provide Company with feedback concerning the Platform and/or Professional Services, or Customer may provide Company with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Customer acknowledges that Company will own all right, title, and (iii) disclose interest in and to the Feedback, and Customer hereby irrevocably transfers and assigns to Company all of its right, title and interest in such data solely Feedback, including all intellectual property rights therein. At Company’s request and expense, Xxxxxxxx agrees to execute documents or take such further actions as Company may reasonably request to help Company acquire, perfect, and maintain its rights in aggregate or other de-identified form in connection the Feedback. All Feedback provided by Customer to Company shall be provided on an “as is” basis with its businessno warranty. No rights or licences are granted except as expressly set forth hereinFor the sake of clarity, Customer is not obligated to provide Company with any Feedback under this Agreement.

Appears in 2 contracts

Samples: Saas Services Agreement, Saas Services Agreement

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, marketing, technical or financial information relating to the Disclosing Party’s business, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes OWNZONES includes, without limitation, non-public information regarding features, functionality and performance of the ServiceServices and Software. Confidential Proprietary Information of Customer Company includes nonpublic non- public data provided by Customer Company to Company OWNZONES to enable the provision of the Services (“Customer Company Data”). The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary Information. The Disclosing Party agrees that the SAAS Full Service Template 112118jak 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 (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer 3.2 Company shall own and retain all right, title and interest in and to the Customer Data, Company Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3Company Content. Company OWNZONES shall own and retain all right, title and interest in and to (a) the 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 Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrarycontrary set forth in this Agreement, Company OWNZONES shall have the right to collect and analyse analyze data and other information relating to the provision, use and performance of various aspects of the Services Services, Software and related systems and technologies (including, without limitation, information concerning Customer Company Data and data derived therefrom), and Company OWNZONES will be free (during and after the TermTerm hereof) to (i) use such information for the purpose of providing the Services; (ii) use such information and data to improve and enhance the Services and Software and for other development, diagnostic and corrective purposes in connection with the Services Services, Software and other Company OWNZONES offerings, and (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: Standard Terms and Conditions

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services Platform or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. 4.2 During the Term, any court of competent jurisdictionCustomer will provide, or any regulatory or administrative body, provided thatotherwise make available, to Company the extent it Customer Data. As used herein, “Customer Data” means all data and other information that is legally permitted provided to do so, it gives the Disclosing Party as much prior notice Company through Customer’s use of the disclosure as possible. 3.2Platform or is otherwise made available to Company by Customer (or at the direction of Customer). Customer shall own Data may be provided or made available to Company directly by Customer or indirectly by authorizing Customer’s third-party vendors to provide such Customer Data to Company. Customer hereby grants to Company a non-exclusive, non-transferable, non-sublicenseable, royalty-free, paid-up, revocable, perpetual license to use, copy, execute, reproduce, display, perform, disclose, distribute and retain prepare derivative works of the Customer Data for the purposes of (i) providing the Platform and Professional Services to Customer, and (ii) to improve and develop the Platform, Professional Services and Company’s other products and services. Customer represents and warrants that it has all rightnecessary rights, title consents, approvals and interest in authorizations to collect, process, disclose, license, use and give Company access to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer DataData as contemplated by this Agreement. 3.3. 4.3 Company shall own and retain all right, title and interest in and to (a) the Services Platform and Software, all improvements, enhancements enhancements, derivative works, or modifications thereto, (b) all Professional Services IP, (c) any software, applications, inventions data that is based on or other technology developed in connection with Services or supportderived from the Customer Data (including derivative works of the Customer Data), and (cd) all intellectual property rights related to any of the foregoingforegoing (collectively, the “Company IP”). 3.4. 4.4 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse analyze data and other information relating to the provision, use and performance of various aspects of the Platform and Professional Services rendered to Customer and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom)technologies, and Company will be free (during and after the TermTerm as applicable) to (i) use such information for the purpose of providing the Services; (ii) use and disclose such information and data (a) to improve and enhance the Services Platform, and (b) for other development, improvement, diagnostic and corrective purposes in connection with providing the Services Platform and other Company offeringsofferings to Customer and to third parties. 4.5 During the Term, Customer may provide Company with feedback concerning the Platform and/or Professional Services, or Customer may provide Company with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Customer acknowledges that Company will own all right, title, and (iii) disclose interest in and to the Feedback, and Customer hereby irrevocably transfers and assigns to Company all of its right, title and interest in such data solely Feedback, including all intellectual property rights therein. At Company’s request and expense, Xxxxxxxx agrees to execute documents or take such further actions as Company may reasonably request to help Company acquire, perfect, and maintain its rights in aggregate or other de-identified form in connection the Feedback. All Feedback provided by Customer to Company shall be provided on an “as is” basis with its businessno warranty. No rights or licences are granted except as expressly set forth hereinFor the sake of clarity, Customer is not obligated to provide Company with any Feedback under this Agreement.

Appears in 1 contract

Samples: Saas Services Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic the non-public data provided by that Customer to Company to enable the provision of uploads into the Services (“Customer Data”) and Connected Account Data (as defined below). The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court . 3.2 Customer has the option to connect one or more of competent jurisdiction, or any regulatory or administrative body, provided that, its App Platform Accounts to the extent it is legally permitted Services to do view and analyze the information about such App(s) stored in and received by the Service from such an App Platform. “App Platform Account” means any application platform account that Customer may optionally connect to the Service. By doing so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own understands and retain all right, title agrees that Company will receive certain information about Customer and interest in and to the Customer its App(s) through each such connected App Platform Account ("Connected Account Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4"). Notwithstanding anything to the contrarycontrary herein, Customer hereby grants Company shall have (and its successors and assigns) a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to retain and use the right to collect and analyse data and other information relating to Connected Account Data for the provision, use and performance purposes 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) to (i) use such information for the purpose of providing the Services; generating aggregate insights, (ii) use such information developing and data to improve optimizing the Services, (iii) developing and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offeringsselling new products or services, and (iiiiv) disclose expanding the features and functionality of existing products or services. Subject to this Section 3.2, Connected Account Data is considered Customer Proprietary Information, and the confidentiality provisions of this Agreement shall apply to it. Customer is responsible for obtaining all rights, permissions, and authorizations to provide the Customer Data, including Connected Account Data, to Company for use as contemplated under this Agreement. You agree to indemnify Screenlake for any third-party claims, demands or losses arising as a result of your failure to obtain all such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth hereinnecessary rights, permissions and authorizations.

Appears in 1 contract

Samples: Saas Services Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five two (52) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 3.2 Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing, and (d) as well as any data that is based on or derived from the Customer Data and provided by the Customer as part of the usage of Company Services. 3.4. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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 Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences 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”) 6.1 User understands that the other party (the “Disclosing Party”) Context has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, its business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Information of Company includes , including non-public information regarding features, functionality and performance of the ServiceServices. Confidential Information of Customer includes nonpublic data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party User agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary Information. The Disclosing Party Context 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 User can document (a) is or becomes generally available to the public, or (ab) was in its User’s possession or known by it User prior to receipt from the Disclosing PartyContext, or (bc) was rightfully disclosed to it User without restriction by a third partyparty that is not another user of the Services, or (cd) was independently developed by User without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it Context or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company 6.2 Context shall own and retain all right, title and interest in and to (a) the Services and Softwareall tools, templates, methods, processes, data, know-how, technology (including, but not limited to, source code) contained therein as well as any and all improvements, enhancements or modifications thereto, thereto and (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. Other than with respect to the limited license set forth herein, User shall have no rights to the Services. 3.4. 6.3 Notwithstanding anything to the contrary, Company Context shall have the right to collect and analyse 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 or comprising User-Posted Material and data derived therefrom), and Company Context will be free (during and after the Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 Context offerings, and (iiiii) disclose such data solely in aggregate or other de-identified or anonymized form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: Subscription and Services Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the publicpublic through no fault of the Receiving Party, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Despite the foregoing, Receiving Party may disclose Confidential Information Party’s obligations are perpetual with respect to the extent that it is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possiblepersonal information and personal data. 3.2. 3.2 Customer shall own and retain 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 shall have sole responsibility for the legality, reliability, integrity, accuracy and quality provided to Customer as part of the Customer Data. 3.3Services. Subject to the foregoing, Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. 3.3 No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company OpenCampus UK Limited includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of The Customer includes nonpublic non-public data provided by The Customer to Company OpenCampus UK Limited to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. 3.2 The Customer shall own all right, title and interest in and to The Customer Data, as well as any court of competent jurisdiction, data that is based on or any regulatory or administrative body, derived from The Customer Data and provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party The Customer as much prior notice part of the disclosure as possible. 3.2Services. Customer OpenCampus UK Limited shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.to 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. 3.3 Notwithstanding anything to the contrary, Company OpenCampus UK Limited shall have the right to collect and analyse 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 OpenCampus UK Limited will be free (during and after the Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 OpenCampus UK Limited offerings, and (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences 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 3.1 To the extent allowable under the Texas Public Information Act, 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary Information. The Receiving Party’s obligations shall continue until the information has been completely returned to the Disclosing Party, or destroyed. 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 (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 3.2 Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the ServiceService and the terms and conditions under which such Service is being provided. Confidential Proprietary Information of Customer includes nonpublic non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: : (i) to take all reasonable precautions to protect such Confidential Proprietary Information, in all cases with a standard of care equal to the protections afforded its own Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was demonstrably in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without memorialized restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer and Company shall mutually own and retain 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 shall have sole responsibility for the legality, reliability, integrity, accuracy and quality provided to Customer as part of the Customer Data. 3.3Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, methodologies, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.43.3. Notwithstanding anything to the contrary, Company shall have the right to collect use, collect, possess, reproduce, modify, aggregate, process, combine and analyse 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 Termterm hereof) to to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. 3.4. No Nothing in this Agreement or any SOW will transfer or grant ownership to Company of any Hafta Have works of authorship, creative works, innovations of any kind, including, without limitation, methodology, graphics, designs, photographs, forecasts, roadshows, surveys, webinars, podcasts, infographics, videos, slogans, brochures, articles, blogs, newsletters, reports, presentations, advertising, marketing materials or all patents, copyrights, trademarks, trade secrets and other or other intellectual property rights that are prepared, made, conceived, developed or licences are granted reduced to practice as a result of the services provided under an applicable SOW, or any deliverable or derivative works thereto (“Service Materials”) or limit in any way Hafta Have’s ownership or right to use any such deliverables or derivative works, including, but not limited to, all underlying data, except as expressly otherwise set forth hereinin the SOW. Service Materials are not works for hire. 3.5. Use of Personally Identifiable Information (PII): The use of PII shared under this Agreement is for no purpose other than as described in this agreement. Company agrees not to share PII and Data received under this agreement with any other entity without prior written approval from Customer. Company understands that this Agreement does not convey ownership of PII to Customer.

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes includes, without limitation, non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic includes, without limitation, non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The terms of this Agreement shall be considered Proprietary Information of both parties. The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary Information. The Disclosing Party agrees that that, except to the extent any Proprietary Information constitutes personally-identifiable information, 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 (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of or reference to any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. If the Receiving Party is legally compelled to disclose any portion of Proprietary Information, any court of competent jurisdiction, or any regulatory or administrative body, provided thatthe Receiving Party shall, to the extent it is legally permitted to do sopermissible, it gives provide the Disclosing Party as much prior with advance notice of such compelled disclosure in order to enable the disclosure as possibleDisclosing Party, at its own cost, to seek a protective order or other confidential treatment of any Proprietary Information required to be disclosed. 3.2. Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality as well as any data that is provided to Customer as part of the Customer Data. 3.3Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.43.3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including“Usage Analytics”). For the avoidance of doubt, without limitation, information concerning no Customer Data and data derived therefrom)is captured for such Usage Analytics, and Company will be free (during and after the Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein. 3.4. Company will (a) use industry standard safeguards (at technical, administrative and physical levels) that protect Customer Data from unauthorized disclosure, (b) promptly notify Customer of any security breach affecting Customer Data and (c) until the day Customer ceases to use the Services, make Customer Data available to Customer for download and thereafter use commercially reasonable efforts to delete or destroy all raw Customer Data in Company’s possession or control.

Appears in 1 contract

Samples: Terms of Service

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. 3.2 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse analyze metrics data such as CPU Memory, IOPS and Request Count, 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 Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.and

Appears in 1 contract

Samples: Managed Services Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality functionality, and performance of the ServiceService and the Software. Confidential Proprietary Information of Customer Client includes nonpublic non-public data provided by Customer Client to Company to enable the provision of the Services Services, including but not limited to Client’s employee’s names, email addresses, and biographical data provided by Client (“Customer Client Data”). The Receiving Party agrees: : (ia) to take reasonable precautions to protect such Confidential Proprietary Information, and (iib) not to use (except in performance of the Services or as otherwise permitted hereinin this Agreement) or divulge to any third person any such Confidential Proprietary 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 (i) is or becomes generally available to the public, or (aii) was in its possession or known by it prior to receipt from the Disclosing Party, or (biii) was rightfully disclosed to it without restriction by a third party, or (civ) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it , or (v) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer 3.2 Client shall own and retain all right, title and interest in and to the Customer Client Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality as well as any data that is provided to Client as part of the Customer Data. 3.3Services as reports or other similar deliverables. Company shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or enhancements, and modifications thereto, (b) any software, applications, inventions or inventions, and other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse analyze data and other information relating to the provision, use use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Client Data and data derived therefrom), and Company will be free (during and after the TermTerm of this Agreement) to (i) use such information for the purpose of providing the Services; (iia) use such information and data to improve and enhance the Services and for other development, diagnostic diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (iiib) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth hereinin this Agreement.

Appears in 1 contract

Samples: Saas Services Evaluation Agreement

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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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter in this Agreement after referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company Toskr includes non-public information regarding features, functionality functionality, pricing, and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic non-public data provided by Customer to Company Toskr to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: : (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use or divulge to any third person (except in performance of the Services or as otherwise permitted hereinin this Agreement) or divulge to any third person any such Confidential Proprietary Information. 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 (a) is or generally becomes generally available to the publicpublic through no fault of the Receiving Party, or (ab) was in its possession or known by it the Receiving Party prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by properly received from a third partyparty who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by the Receiving Party, or (cd) was independently developed without the use of or reference to any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court law or judicial order (provided that reasonable notice of competent jurisdiction, or any regulatory or administrative body, provided that, this requirement is first delivered to the extent other Party, so that it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possiblemay contest this potential disclosure). 3.2. Customer shall will own and retain all rightrights, title titles, and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall Toskr will own and retain all rightrights, title title, and interest in and to each of the following, even if the Customer contributed to or assisted in their development or improvement: (a) the Services and Software, including all improvements, enhancements enhancements, or modifications thereto, (b) any all software, applications, inventions or other technology developed in connection with Services the Services, Software, or supportSupport, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 4.2 Customer shall own and retain all right, title and interest in and to the Customer Data, Customer Derived Data, and subject to Company’s rights in Usage Data, Customer Metadata, and any other information or materials Customer provides to Company to enable Company to perform any of the Services, and shall have sole responsibility for the legality, reliability, integrity, accuracy accuracy, and quality of the Customer Dataforegoing and any machine learning models and applications developed by Customer. 3.3. 4.3 Subject to Section 4.2, Company shall own and retain all right, title and interest in and to (ai) the Services and SoftwareTechnology, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (cii) all intellectual property rights related to any of the foregoing. 3.4. 4.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse usage data and other information relating to the provision, telemetry regarding Customer’s use and performance of various aspects of the Services and related systems and technologies such usage data may occasionally contain Customer Metadata (includinge.g., without limitation, information concerning it may contain the queries entered by Customer) but will not contain Customer Data and data derived therefromor Customer Derived Data (“Usage Data”), and Company will be free (during and after the TermTerm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. Company will not share or publicly make available any Usage Data that identifies Customer, other data subjects, or customers, nor use any Usage Data in a manner that derives its value from the unique aspects of Customer Metadata. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: Terms of Service

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 4.2 Customer shall own and retain all right, title and interest in and to the Customer Data, Customer Derived Data, and subject to Company’s rights in Usage Data, Customer Metadata, and any other information or materials Customer provides to Company to enable Company to perform any of the Services, and shall have sole responsibility for the legality, reliability, integrity, accuracy accuracy, and quality of the Customer Dataforegoing and any machine learning models and applications developed by Customer. 3.3. 4.3 Subject to Section 4.2, Company shall own and retain all right, title and interest in and to (ai) the Services and SoftwareTechnology, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (cii) all intellectual property rights related to any of the foregoing. 3.4. 4.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse usage data and other information relating to the provision, telemetry regarding Customer’s use and performance of various aspects of the Services and related systems and technologies such usage data may occasionally contain Customer Metadata (includinge.g., without limitation, information concerning it may contain the queries entered by Customer) but will not contain Customer Data and data derived therefromor Customer Derived Data (“Usage Data”), and Company will be free (during and after the TermTerm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data externally solely in aggregate or other de-identified form in connection with its business. Company will not share or publicly make available any Usage Data that identifies Customer, other data subjects, or customers, nor use any Usage Data in a manner that derives its value from the unique aspects of Customer Metadata. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: Platform as a Service Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years or as required by law, following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 3.2 Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of as well as any data that is based on or derived from the Customer Data. 3.3, such as reports containing analytics, provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services implementation services (as defined in the applicable Order Form)(“Implementation Services”) or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse analyze data (including Customer 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)technologies, and Company will be free (during and after the TermTerm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein.

Appears in 1 contract

Samples: End User License Agreement

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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Proprietary Information of Company Xxx Xxxxxx Inc. includes non-public information regarding features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic non-public data provided by Customer to Company Xxx Xxxxxx Inc. to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. 3.2 Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company Xxx Xxxxxx Inc. shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. 3.3 Notwithstanding anything to the contrary, Company Xxx Xxxxxx Inc. shall have the right to collect and analyse 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 Xxx Xxxxxx Inc. will be free (during and after the Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 Xxx Xxxxxx Inc. offerings, and (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any 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 is or becomes generally available to the public, or (a) was in its possession or known by it prior to receipt from the Disclosing Party, or (b) was rightfully disclosed to it without restriction by a third party, or (c) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain all right, title and interest in and to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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) to (i) use such information for the purpose of providing the Services; (ii) 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 (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein. 3.5. If any of the Customer Data contains personal data (as defined in the Data Processing Addendum), the parties will process such personal data in accordance with the Data Processing Addendum set forth in Exhibit B.

Appears in 1 contract

Samples: Saas 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services Platform or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. 4.2 During the Term, any court of competent jurisdictionCustomer will provide, or any regulatory or administrative body, provided thatotherwise make available, to Company the extent it Customer Data. As used herein, “Customer Data” means all data and other information that is legally permitted provided to do so, it gives the Disclosing Party as much prior notice Company through Customer’s use of the disclosure as possible. 3.2Platform or is otherwise made available to Company by Customer (or at the direction of Customer). Customer shall own Data may be provided or made available to Company directly by Customer or indirectly by authorizing Customer’s third-party vendors to provide such Customer Data to Company. Customer hereby grants to Company a non-exclusive, non-transferable, non-sublicenseable, royalty-free, paid-up, revocable, perpetual license to use, copy, execute, reproduce, display, perform, disclose, distribute and retain prepare derivative works of the Customer Data for the purposes of (i) providing the Platform and Professional Services to Customer, and (i) to improve and develop the Platform, Professional Services and Company’s other products and services. Customer represents and warrants that it has all rightnecessary rights, title consents, approvals and interest in authorizations to collect, process, disclose, license, use and give Company access to the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer DataData as contemplated by this Agreement. 3.3. 4.3 Company shall own and retain all right, title and interest in and to (a) the Services Platform and Software, all improvements, enhancements enhancements, derivative works, or modifications thereto, (b) all Professional Services IP, (c) any software, applications, inventions data that is based on or other technology developed in connection with Services or supportderived from the Customer Data (including derivative works of the Customer Data), and (cd) all intellectual property rights related to any of the foregoingforegoing (collectively, the “Company IP”). 3.4. 4.4 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse analyze data and other information relating to the provision, use and performance of various aspects of the Platform and Professional Services rendered to Customer 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 TermTerm as applicable) to (i) use such information for the purpose of providing the Services; (ii) use and disclose such information and data (a) to improve and enhance the Services Platform, and (b) for other development, improvement, diagnostic and corrective purposes in connection with providing the Services Platform and other Company offeringsofferings to Customer and to third parties. 4.5 During the Term, Customer may provide Company with feedback concerning the Platform and/or Professional Services, or Customer may provide Company with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Customer acknowledges that Company will own all right, title, and (iii) disclose interest in and to the Feedback, and Customer hereby irrevocably transfers and assigns to Company all of its right, title and interest in such data solely Feedback, including all intellectual property rights therein. At Company’s request and expense, Xxxxxxxx agrees to execute documents or take such further actions as Company may reasonably request to help Company acquire, perfect, and maintain its rights in aggregate or other de-identified form in connection the Feedback. All Feedback provided by Customer to Company shall be provided on an “as is” basis with its businessno warranty. No rights or licences are granted except as expressly set forth hereinFor the sake of clarity, Customer is not obligated to provide Company with any Feedback under this Agreement.

Appears in 1 contract

Samples: Saas 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, business (hereinafter referred to as “Confidential Proprietary Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services Platform or as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (a) is or becomes generally available to the public, or (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law. 4.2 During the Term, any court of competent jurisdictionCustomer will provide, or any regulatory or administrative body, provided thatotherwise make available, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain all right, title and interest in and to Company the Customer Data. As used herein, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 3.3. Company shall own and retain ” means all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse data and other information relating that is provided to the provision, Company through Customer’s use and performance of various aspects of the Services and related systems and technologies Platform or is otherwise made available to Company by Customer (including, without limitation, information concerning or at the direction of Customer). Customer Data may be provided or made available to Company directly by Customer or indirectly by authorizing Customer’s third-party vendors to provide such Customer Data to Company. Customer hereby grants to Company a non-exclusive, non-transferable, non-sublicenseable, royalty- free, paid-up, revocable, perpetual license to use, copy, execute, reproduce, display, perform, disclose, distribute and data derived therefrom), and Company will be free (during and after prepare derivative works of the Term) to Customer Data for the purposes of (i) use such information for the purpose of providing the Services; (ii) use such information Platform and data Professional Services to improve and enhance the Services and for other developmentCustomer, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.and

Appears in 1 contract

Samples: Saas Services Agreement

CONFIDENTIALITY; PROPRIETARY RIGHTS. ding or 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, or other information identified by the Disclosing Party as confidential or proprietary or by the nature of which is clearly confidential or proprietary, 's business (hereinafter referred to as “Confidential "Proprietary Information" of the Disclosing Party). Confidential Proprietary Information of Company includes without limitation non-public information regarding regar ing features, functionality and performance of the Service. Confidential Proprietary Information of Customer includes nonpublic 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 such Confidential Proprietary Information, and (ii) not to use (except in performance of the Services or DocuSign Envelope ID: 2F3CB787-ED97-447E-A3C2-334CB61075EB as otherwise permitted herein) or divulge to any third person any such Confidential Proprietary 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 (ab) was in its possession or known by it prior to receipt from the Disclosing Party, or (bc) was rightfully disclosed to it without restriction by a third party, or (cd) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent that it or (e) is required to be disclosed by law, any court of competent jurisdiction, or any regulatory or administrative body, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much prior notice of the disclosure as possible. 3.2. Customer shall own and retain 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 shall have sole responsibility for provided to Customer as part of the legalityServices. Customer hereby grants to Company a limited, reliabilityroyalty-free, integritynon-exclusive license to collect, accuracy analyze and quality of use the Customer Data: (i) as necessary for Company to provide the Services in accordance with this Agreement during the Term and (ii) solely in an anonymized and aggregate form, to market, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, provided that all Customer Data shall at all times be subject to the confidentiality obligations of Section 3.1. 3.3. Company shall own and retain all right, title and interest in and to to: (ai) the Services and Software, all improvements, enhancements or modifications theretothereto or listed in Exhibit B, (bii) any software, applications, inventions or other technology developed in connection with Implementation Services or support, except for those items listed in Exhibit C and (ciii) all intellectual property rights related to any of the foregoing. Company and its licensors reserve all rights and licenses in and to the Services and Software not expressly granted to Customer under this Agreement. 3.4. The Customer and Company agree that API Integration and Code development (the “Deliverables”) will be works made for hire owned exclusively by the Customer. All Deliverables will be the sole and exclusive property of the Customer, including without limitation all Deliverables resulting from Services that may have been performed by the Company before the Effective Date, including all worldwide patent rights (including patent applications and disclosures), copyright rights, rights to secure copyrights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Customer’s request and expense, the Company agrees to execute documents or take other reasonable steps in order that Customer may acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Deliverables. 3.5. Notwithstanding anything to the contrary, Company shall have the right to collect and analyse 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 Termterm hereof) to (i) use such information for the purpose of providing the Services; (ii) 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 (iiiii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences licenses are granted except as expressly set forth herein. 3.6. If Customer provides suggestions, feedback or other input to Company concerning the functionality and performance of the Services or the Software, including identifying potential errors and improvements ("Feedback"), then subject to the terms and conditions of this Agreement, Customer hereby grants Company and its affiliates a limited, worldwide, non- exclusive, royalty-free, fully paid-up right and license to all Feedback and all intellectual property rights therein (except patent rights and trademark and branding rights) to use, perform, display, reproduce, create derivative works, make, have made, use, sell (directly or indirectly), offer for sale or disposition, import, dispose and otherwise exploit such Feedback for any purpose. The foregoing license shall be fully transferable and sublicensable. DocuSign Envelope ID: 2F3CB787-ED97-447E-A3C2-334CB61075EB 3.7. The Parties agree to the Data Privacy Addendum attached hereto.

Appears in 1 contract

Samples: Services Agreement

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