Contractor’s Confidential Information and Trade Secrets Sample Clauses

Contractor’s Confidential Information and Trade Secrets. Contractor’s Confidential Information includes System designs, System design processes and procedures, formula, any written, graphic or machine-readable information and code, including but not limited to technical or non-technical data, patents, patent applications, copyright, copyright applications, research, product or service plans, developments, inventions, processes, designs, drawings, patterns, compilations, engineering methods, techniques, devices, formulae, software (including source and object code), algorithms and other materials that Contractor designates in writing as its Confidential Information. City will maintain Contractor’s Confidential Information in confidence and not disclose said information to any third party without Xxxxxxx’s prior written consent, except and the to the extent that disclosure is required by law. City shall prohibit any persons other than City employees from using any components of the Software in a manner that is not authorized by this Agreement and shall limit City employees’ access to said information to City’s employees who are bound to respect the confidentiality of such information. These obligations of confidentiality will survive the expiration or termination of this Agreement. Contractor’s Confidential Information does not include any information that: (i) is or becomes generally known to the public through no fault of City; (ii) is obtained without restriction from an independent source having a bona fide right to use and disclose such information, without restriction as to further use or disclosure; (iii) is independently developed by someone other than City; (iv) Trapeze approves for unrestricted release by written authorization; or (v) is a public record or public information by statute or ordinance. Signatures on following page. City Supplier Number: 0000009230 Name: Xxxx Xxxxxx Title: Director 0000 Xxxxxxxx Xx. XX Xxxxx Xxxxxx, XX 00000 Signature CONTRACTOR Trapeze Software Group, Inc. By: Xxxxxx X. Xxxxx Deputy City Attorney Approved as to Form: Xxxxx Xxxx City Attorney Xxxxxxx X. Xxxxxx Director of Transportation Authorized By: Municipal Transportation Agency Board of Directors Resolution No: Adopted: Attest: Secretary, to the Board CITY San Francisco Municipal Transportation Agency Appendix A Scope of Maintenance Services
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Related to Contractor’s Confidential Information and Trade Secrets

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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