CUSTOMER'S PROPRIETARY INFORMATION Sample Clauses

CUSTOMER'S PROPRIETARY INFORMATION. FDMS acknowledges the proprietary and confidential data of Customer disclosed to FDMS, including without limitation Customer's Merchant master files, the names and information related to Customer's Merchant Accounts, and the names and information related to any independent sales organization or member service providers utilized by Customer (collectively, "Customer's Proprietary Information"). FDMS shall, and shall cause its Affiliates to, return to Customer all or any requested portion of Customer's Proprietary Information upon the expiration or termination of this Agreement.
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CUSTOMER'S PROPRIETARY INFORMATION. Upon Customer's request, Galileo shall return to Customer (upon the expiration or termination of all of Galileo's obligations under this Agreement and payment by Customer of all amounts due to Galileo hereunder) all or any requested portion of the proprietary and confidential data of Customer disclosed to Galileo (collectively, "Customer's Proprietary Information"). Throughout the Term of this Agreement and thereafter, Galileo shall not obtain any proprietary rights in Customer's Proprietary Information.
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CUSTOMER'S PROPRIETARY INFORMATION. Upon CUSTOMER’s request, E1G shall return to CUSTOMER (upon the expiration or termination of all of E1G’s obligations under this Agreement and payment by CUSTOMER of all amounts due to E1G hereunder) all or any requested portion of the proprietary and confidential data of CUSTOMER disclosed to E1G (collectively, “CUSTOMER’s Proprietary Information”). Throughout the Term of this Agreement and thereafter, E1G shall not obtain any proprietary rights in CUSTOMER’s Proprietary Information.
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CUSTOMER'S PROPRIETARY INFORMATION. Upon Customer's request, FDR shall return to Customer (upon the expiration or termination of all of FDR's obligations under this Agreement and payment by Customer of all amounts due to FDR hereunder) all or any requested portion of the proprietary and confidential data of Customer disclosed to FDR including the Cardholder Master Files (collectively, "Customer's Proprietary Information").
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CUSTOMER'S PROPRIETARY INFORMATION. Upon Customer's request ------------------------------------------------------ and the expiration or termination of all of IPS's obligations under this Agreement, IPS shall return to Customer all of the proprietary and confidential data Customer disclosed to IPS (collectively, "Customer's Proprietary Information").
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CUSTOMER'S PROPRIETARY INFORMATION. FDR agrees to return to Customer upon the expiration or termination of this Agreement, and within 45 days after written request from Customer, all or any requested portion of the proprietary and confidential data of Customer including, without limitation, the data listed below ("Customer's Masterfiles"): Cardholder Master Files CIS Memo Files Cardholder Flap Files CIS Statement Files CIF File Monetary History Collection Master Files Cardholder Revolving Additional Names Master Files Transaction Files PIN File Company Master Files Live Authorizations PCF Files Monthly Statement Record (MSR) Quarterly MSR Files (RDT) and any Files other Customer files created FDR shall not obtain any proprietary rights or right of use (except such use as is necessary for FDR to perform its obligations under this Agreement) in any proprietary or confidential information concerning Customer, including without limitation, Customer's Masterfiles, Customer's investments, products, services, financial plans, strategies and customer data (including, without limitation, names, addresses and any other characteristics, identifying information or aspects of the past, present or prospective customers of Customer, including any customer information subject to the Gramm-Leach-Bliley Act or similar federal or state laws regarding prxxxxx xx xxxxxxxx of customer information, and their implementing regulations or agency guidances); software, systems, system architecture, methodologies, data and data formats; any intellectual property of any third party licensed to or held or used by Customer, and any confidential information of a third party held by Customer; and any documentation related to each of the foregoing, whether transmitted or conveyed digitally, orally, in writing, in the form of drawings, or perceived or observed by FDR while performing services, and whether provided by Customer and/or its Affiliates prior to the date of this Agreement or provided during the term of this Agreement ("Customer's Proprietary Information").
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CUSTOMER'S PROPRIETARY INFORMATION. It is the sole responsibility of the Customer to take security precautions in protecting its proprietary information.
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Related to CUSTOMER'S PROPRIETARY INFORMATION

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.

  • Confidential and Proprietary Information 12.1 Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and all information of any form obtained by Contractor or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

  • Inventions and Proprietary Information Executive agrees to sign and be bound by the terms of the Proprietary Information and Inventions Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

  • Confidentiality; Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to:

  • Data Access and Proprietary Information 6.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Use of Proprietary Information Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

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