Common use of Confidentiality Work Product Clause in Contracts

Confidentiality Work Product. (a) Subject to (b), without the prior written consent of the Participant, Third Party Administrator specifically agrees that they will not at any time during or after the term of this Agreement divulge any confidential information (information not available to the public or which would be generally known by knowledgeable individuals in the industry who do not work for the Participant) obtained by Third Party Administrator during the Contract Term, including, but not limited to, the Participant's methods of operation, designs, concepts, processes, new developments, cost data, price data, trade secrets, formulas, financial condition, or information which came to Third Party Administrator’s attention by reason of their performance hereunder. In the event that the Participant takes any legal action against the Third Party Administrator, or if it is necessary for the Third Party Administrator to take any legal action against the Participant in order to enforce the provisions of this Contract, then this section (a) shall become void and the Third Party Administrator shall be free to disclose such information to the extent that it is necessary to provide for a defense against any legal action by the Participant or to pursue any legal action against the Participant. (b) Any and all work product, inventions, discoveries, formulas, patterns, devices, compilations, codes, moral rights, developments, trade secrets, know-how, show-how, mask work right, patents, copyrights, trade or service marks, trade names, work made for hire, presentations, seminars, compliance material, position papers, contract forms, document forms, or intellectual property protection or intangible legal rights or interests, developed or acquired in the course of providing services pursuant to this Agreement, shall be the joint property of the Participant and the Third Party Administrator, and the Third Party Administrator shall have the right to use such information or rights freely without the permission of or compensation to the Participant. If any confidential information as defined in section (a) is included in such material, the material may be used by the Third Party Administrator if any confidential information is deleted before being used.

Confidentiality Work Product. (a) Subject to (b), without the prior written consent of the ParticipantEmployer, Third Party Administrator specifically agrees that they will not at any time during or after the term of this Agreement divulge any confidential information (information not available to the public or which would be generally known by knowledgeable individuals in the industry who do not work for the ParticipantEmployer) obtained by Third Party Administrator during the Contract Term, including, but not limited to, the Participant's Employer’s methods of operation, designs, concepts, processes, new developments, cost data, price data, trade secrets, formulas, financial condition, or information which came to Third Party Administrator’s attention by reason of their performance hereunder. In the event that the Participant Employer takes any legal action against the Third Party Administrator, or if it is necessary for the Third Party Administrator to take any legal action against the Participant Employer in order to enforce the provisions of this Contract, then this section (a) shall become void and the Third Party Administrator shall be free to disclose such information to the extent that it is necessary to provide for a defense against any legal action by the Participant Employer or to pursue any legal action against the Participant. (b) Employer. Any and all work product, inventions, discoveries, formulas, patterns, devices, compilations, codes, moral rights, developments, trade secrets, know-how, show-how, mask work right, patents, copyrights, trade or service marks, trade names, work made for hire, presentations, seminars, compliance material, position papers, contract forms, document forms, or intellectual property protection or intangible legal rights or interests, developed or acquired in the course of providing services pursuant to this Agreement, shall be the joint property of the Participant Employer and the Third Party Administrator, and the Third Party Administrator shall have the right to use such information or rights freely without the permission of or compensation to the ParticipantEmployer. If any confidential information as defined in section (a) is included in such material, the material may be used by the Third Party Administrator if any confidential information is deleted before being used. Employer Property. Other than property and rights covered by paragraph 6(b), the Employer and Third Party Administrator understand and agree that all Employer records, computer print outs, and any other records, files, documents, drawings, specifications, equipment, books and other similar items relating, in any manner whatsoever, to the business of the Employer shall remain the exclusive property of the Employer. All such books, records, data, logs, programs and records in Third Party Administrator's possession or under Third Party Administrator's control belonging to the Employer shall be immediately returned by Third Party Administrator to the Employer upon any termination of this Agreement or upon any request for such documents and materials by the Employer. To the extent that such books, records, data, logs, programs and records in Third Party Administrator's possession or under Third Party Administrator's control belonging to the Employer also represent a work product of the Third Party Administrator, as defined in section 6(b), the Third Party Administrator may keep a copy of such items, subject to the restrictions and rights of the Third Party Administrator and the Employer as provided in section 6.