Common use of IEEE'S ACKNOWLEDGMENTS Clause in Contracts

IEEE'S ACKNOWLEDGMENTS. IEEE recognizes and acknowledges that: (a) in the course of its providing the Administrative Services it will be necessary for IEEE to acquire information which could include, in whole or in part, information concerning confidential or proprietary information belonging to the Foundation which is disclosed or entrusted to the Foundation (collectively referred to herein as the "Confidential Information"); (b) the Confidential Information is the property of the Foundation (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the owner thereof; and (d) it is essential to the protection of the Foundation’s good will that the Confidential Information be kept secret and that IEEE not disclose the Confidential Information to others or use the Confidential Information to IEEE's own advantage or the advantage of others. No information in the public domain shall be deemed Confidential Information nor shall information disclosed to IEEE by third parties not under an obligation of confidentiality shall be Confidential Information pursuant to this Agreement. IEEE further recognizes and understands that providing the Administrative Services may include the preparation of materials, including written or graphic materials, and that any such materials conceived or written by IEEE exclusively on behalf of the Foundation, excluding any pre-existing materials in which the intellectual property rights are already owned by IEEE, shall be done as a "work made for hire" as defined and used in the Copyright Act of 1976, 17 USC 1 et seq. In the event of publication of such materials, IEEE understands that since the work is a "work made for hire", the Foundation will solely retain and own all rights in said materials, including right of copyright. In the event that such work is not deemed to be a work made for hire, IEEE agrees to assign such work to the Foundation for which such work was prepared.