Common use of Customer’s Proprietary Rights Clause in Contracts

Customer’s Proprietary Rights. Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data (as defined below) to Spyglass under this MSA. As between Customer and Spyglass, Customer will own all right, title and interest in and to (i) any data provided by Customer or Dell Customer to Spyglass and/or data accessed or used by Spyglass or transmitted by Customer or Dell Customer to Spyglass or Spyglass Equipment in connection with Spyglass’ provision of the Services, including, but not limited to, Customer’s or Dell Customer’s data included in any written or printed summaries, analyses or reports generated in connection with the Services (collectively, the “Customer Data”), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (“IP”) of Customer that may be made available to Spyglass in the course of providing Services under this MSA, and (iii) all confidential or proprietary information of Customer, including, but not limited to, Customer Data, Customer Reports (as defined in Section 6.3), and other Customer files, documentation and related materials, in each case under this clause (iii), obtained by Spyglass in connection with this MSA. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the term of the Services, Customer or Dell Customer, as applicable, grants to Spyglass a limited, non-exclusive license to use the Customer Data solely for the purposes contemplated by this MSA and for Spyglass to perform the Services hereunder. This MSA does not transfer or convey to Spyglass or any third party any right, title or interest in or to the Customer Data or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSA.

Appears in 3 contracts

Samples: Security Services Customer Master Services Agreement, Master Services Agreement (SecureWorks Corp), Master Services Agreement (SecureWorks Holding Corp)

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Customer’s Proprietary Rights. Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data (as defined below) to Spyglass Secureworks under this MSACRA and that Customer has and shall continue to fulfill all obligations as required to permit Secureworks to carry out the terms hereof, including with respect to all applicable laws, regulations and other constraints applicable to Customer Data. As between Customer and SpyglassSecureworks, Customer will own all right, title and interest in and to (i) any data provided by Customer or Dell Customer and/or its Affiliate(s) to Spyglass Secureworks and/or any such data accessed or used by Spyglass Secureworks or transmitted by Customer and/or its Affiliate(s) to Secureworks or Dell Customer to Spyglass or Spyglass Secureworks Equipment in connection with SpyglassSecureworks’ provision of the Services, including, but not limited to, Customer’s or Dell Customer’s any such data included in any written or printed summaries, analyses or reports generated in connection with the Services (collectively, the “Customer Data”), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (“IP”) of Customer that may be made available to Spyglass Secureworks in the course of providing Services under this MSACRA, and (iii) all confidential or proprietary information of CustomerCustomer or Customer Affiliates, including, but not limited to, Customer Data, Customer Reports (as defined in Section 6.35.3), and other Customer files, documentation and related materials, in each case under this clause (iii), ) obtained by Spyglass Secureworks in connection with this MSACRA. [***] Certain information Customer acknowledges that Products and Services are not designed to process, store, or be used in this document has been omitted and filed separately connection with the Securities and Exchange CommissionExcluded Data. Confidential treatment has been requested with respect Customer is solely responsible for reviewing data that will be provided to the omitted portions. During the term of the Services, Customer or Dell Customer, as applicable, grants accessed by Secureworks to Spyglass a limited, non-exclusive license to use the Customer Data solely for the purposes contemplated by this MSA and for Spyglass to perform the Services hereunder. This MSA ensure that it does not transfer contain Excluded Data. “Excluded Data” means: (i) data that is classified, used on the U.S. Munitions list (including software and technical data); or convey both; (ii) articles, services, and related technical data designated as defense articles and defense services; (iii) ITAR (International Traffic in Arms Regulations) released data; and (iv) personally identifiable information that is subject to Spyglass heightened security requirements as a result of Customer’s internal policies or any third party any rightpractices, title industry-specific standards or interest in or to the Customer Data or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSAby law.

Appears in 2 contracts

Samples: Customer Relationship Agreement, Customer Relationship Agreement

Customer’s Proprietary Rights. Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data (as defined below) to Spyglass Secureworks under this MSACRA and that Customer has and shall continue to fulfill all obligations as required to permit Secureworks to carry out the terms hereof, including with respect to all applicable laws, regulations and other constraints applicable to Customer Data. As between Customer and SpyglassSecureworks, Customer will own all right, title and interest in and to (i) any data provided by Customer or Dell Customer and/or its Affiliate(s) to Spyglass Secureworks and/or any such data accessed or used by Spyglass Secureworks or transmitted by Customer and/or its Affiliate(s) to Secureworks or Dell Customer to Spyglass or Spyglass Equipment in connection with SpyglassSecureworks’ provision of the Services, including, but not limited to, Customer’s or Dell Customer’s any such data included in any written or printed summaries, analyses or reports generated in connection with the Services (collectively, the “Customer Data”), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (“IP”) of Customer that may be made available to Spyglass Secureworks in the course of providing Services under this MSACRA, and (iii) all confidential or proprietary information of CustomerCustomer or Customer Affiliates, including, but not limited to, Customer Data, Customer Reports (as defined in Section 6.35.3), and other Customer files, documentation and related materials, in each case under this clause (iii), ) obtained by Spyglass Secureworks in connection with this MSACRA. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the term of the Services, Customer or Dell Customer, as applicable, grants to Spyglass Secureworks a limited, non-exclusive license to use the Customer Data solely for the purposes contemplated by this MSA and for Spyglass to perform the Services. Customer grants to Secureworks a limited, non-exclusive, perpetual, worldwide, irrevocable license to use and otherwise process Security Event Data during and after the term hereof to develop, enhance and/or improve its security services and the products and services it offers and provides to customers. “Security Event Data” means information collected during Secureworks’ provision of Services hereunderrelated to security events. This MSA CRA does not transfer or convey to Spyglass Secureworks or any third party Party any right, title or interest in or to the Customer Data or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSACRA and subject to the confidentiality obligations and requirements for as long as Secureworks has possession of such Security Event Data.

Appears in 2 contracts

Samples: Relationship Agreement, Customer Relationship Agreement

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Customer’s Proprietary Rights. Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data (as defined below) to Spyglass Secureworks under this MSACRA and that Customer has and shall continue to fulfill all obligations as required to permit Secureworks to carry out the terms hereof, including with respect to all applicable laws, regulations and other constraints applicable to Customer Data. As between Customer and SpyglassSecureworks, Customer will own all right, title and interest in and to (i) any data provided by Customer or Dell Customer and/or its Affiliate(s) to Spyglass Secureworks and/or any such data accessed or used by Spyglass Secureworks or transmitted by Customer and/or its Affiliate(s) to Secureworks or Dell Customer to Spyglass or Spyglass Secureworks Equipment in connection with SpyglassSecureworks’ provision of the Services, including, but not limited to, Customer’s or Dell Customer’s any such data included in any written or printed summaries, analyses or reports generated in connection with the Services (collectively, the “Customer Data”), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (“IP”) of Customer that may be made available to Spyglass Secureworks in the course of providing Services under this MSACRA, and (iii) all confidential or proprietary information of CustomerCustomer or Customer Affiliates, including, but not limited to, Customer Data, Customer Reports (as defined in Section 6.35.3), and other Customer files, documentation and related materials, in each case under this clause (iii), ) obtained by Spyglass Secureworks in connection with this MSACRA. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the term of the Services, Customer or Dell Customer, as applicable, grants to Spyglass Secureworks a limited, non-non- exclusive license to use the Customer Data solely for the purposes contemplated by this MSA and for Spyglass to perform the Services. Customer grants to Secureworks a limited, non-exclusive, perpetual, worldwide, irrevocable license to use and otherwise process Security Event Data during and after the term hereof to develop, enhance and/or improve its security services and the products and services it offers and provides to customers. “Security Event Data” means information collected during Secureworks’ provision of Services hereunderrelated to security events. This MSA CRA does not transfer or convey to Spyglass Secureworks or any third party Party any right, title or interest in or to the Customer Data or any associated IP rights, but only a limited right of use as granted in and an d revocable in accordance with this MSACRA and subject to the confidentiality obligations and requirements for as long as Secureworks has possession of such Security Event Data.

Appears in 1 contract

Samples: Relationship Agreement

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