Common use of Copyrights and Other Proprietary Rights Clause in Contracts

Copyrights and Other Proprietary Rights. 9.1 Customer acknowledges that Information and Software are proprietary works of D&B and comprise: (i) works of original authorship, including compiled Information containing D&B’s selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by D&B at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm D&B or reduce D&B’s incentive to create, develop and maintain such information. Customer will not knowingly commit or permit any act or omission that would contest or impair D&B’s proprietary and intellectual property rights in Information and Software or that would cause the Information or Software to infringe the proprietary or intellectual property rights of a third party. Customer will reproduce D&B’s copyright and proprietary rights legend on all copies of Information and Software which are so marked when received. Customer will be responsible for any direct damages or lost profits incurred by D&B as a result of Customer’s breach of this paragraph 9.1. 9.2 Customer and D&B will not (i) use any trademark, service mxxx or trade name of each other or any of their affiliated companies, except that D&B and its affiliates may include Customer’s trade names in the data base of business information included within the Services it offers to Customer and others or otherwise as permitted by law, or (ii) publish any press releases regarding this Agreement or any Order. 9.3 D&B will treat all information that Customer designates in writing to be proprietary in the same manner as D&B treats its own proprietary information. D&B agrees not to use such identified proprietary information except for the purposes of performing its obligations to Customer and for internal analytical purposes (i.e., analyzing such data to improve D&B’s products and services). Such proprietary information shall not include information that (i) is or becomes a part of the public domain through no act or omission of D&B; (ii) was in D&B’s lawful possession prior to Customer’s disclosure to D&B; (iii) is lawfully disclosed to D&B by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by D&B without use of or reference to the proprietary information. 9.4 D&B represents and warrants to Customer that, to D&B’s knowledge, the Software and Information, when used in accordance with this Agreement, do not violate any existing U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party. The foregoing warranty does not apply to the extent Customer modifies the Software or Information in any way or combines the Software or Information with material from third parties.

Copyrights and Other Proprietary Rights. 9.1 Customer acknowledges that Information and Software are proprietary works of D&B and comprise: (i) works of original authorship, including compiled Information containing D&B’s 's selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by D&B at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm D&B or reduce D&B’s 's incentive to create, develop and maintain such information. Customer will not knowingly commit or permit any act or omission that would contest or impair D&B’s 's proprietary and intellectual property rights in Information and Software or that would cause the Information or Software to infringe the proprietary or intellectual property rights of a third party. Customer will reproduce D&B’s 's copyright and proprietary rights legend on all copies of Information and Software which are so marked when received. Customer will be responsible for any direct damages or lost profits incurred by D&B as a result of Customer’s 's breach of this paragraph 9.1. 9.2 Customer and D&B will not (i) use any trademark, service mxxx xxxx or trade name of each other or any of their affiliated companies, except that D&B and its affiliates may include Customer’s 's trade names in the data base of business information included within the Services it offers to Customer and others or otherwise as permitted by law, or (ii) publish any press releases regarding this Agreement or any Order. 9.3 D&B will treat all information that Customer designates in writing to be proprietary in the same manner as D&B treats its own proprietary information. D&B agrees not to use such identified proprietary information except for the purposes of performing its obligations to Customer and for internal analytical purposes (i.e., analyzing such data to improve D&B’s 's products and services). Such proprietary information shall not include information that (i) is or becomes a part of the public domain through no act or omission of D&B; (ii) was in D&B’s 's lawful possession prior to Customer’s 's disclosure to D&B; (iii) is lawfully disclosed to D&B by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by D&B without use of or reference to the proprietary information. 9.4 D&B represents and warrants to Customer that, to D&B’s 's knowledge, the Software and Information, when used in accordance with this Agreement, do not violate any existing U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party. The foregoing warranty does not apply to the extent Customer modifies the Software or Information in any way or combines the Software or Information with material from third parties.