Intellectual Property; Confidential Information. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of such Party, whether or not specifically recognized or perfected under Law. No Party shall use, disclose or retain confidential information (including personally identifiable information or other account information) of any other Party or any third parties that such Party or its affiliates or their employees, directors, officers, consultants, independent contractors, advisors and auditors may receive or otherwise have access to in connection with the transactions contemplated by this Agreement except as contemplated by this Agreement or the performance hereof. Each Party may retain copies of and disclose any data or information collected from or on behalf of any other Party as required in connection with legal, financial or regulatory filings, audits, discussions or examinations or as required by Law.
Intellectual Property; Confidential Information. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of such Party, whether or not specifically recognized or perfected under Law. Issuer Party shall not use, disclose or retain confidential information (including personally identifiable information or other account information) of NCPS Parties or any third parties that Issuer Party or its affiliates or their employees, directors, officers, consultants, independent contractors, advisors and auditors may receive or otherwise have access to in connection with the transactions contemplated by this Agreement except as contemplated by this Agreement or the performance hereof. NCPS and its affiliates may retain copies of and disclose and use any data or information collected from or on behalf of any Issuer Party or otherwise up to and throughout this Agreement as may be required in connection with legal, financial or regulatory filings, audits, discussions or examinations or as otherwise required by Law.
Intellectual Property; Confidential Information. (a) The ELN Companies own all right, title and interest in and to, or the ELN Companies are licensed or otherwise possess legally enforceable rights to use, all material Intellectual Property Rights used in the Business as currently conducted (collectively, the “Intellectual Property”), in each case free and clear of all Liens other than Permitted Liens. The Intellectual Property is sufficient for the ELN Companies to carry on the Business in all material respects as currently conducted. Schedule 3.20(a) sets forth a true, complete and correct list of all owned or licensed Intellectual Property that is necessary to carry on the Business as currently conducted. Except as set forth in Schedule 3.20(a), none of the owned Intellectual Property has been registered or is the subject of an application for registration with any Governmental Authority.
Intellectual Property; Confidential Information. Unless specifically granted in writing by a designated Officer of Seller, nothing in this Agreement or related to this transaction in any way grants Buyer any ownership or other interest in any of Seller’s Intellectual Property Rights, which Seller shall retain in full. Furthermore, Buyer shall have no right to use or disclose any of Seller’s confidential information or trade secrets. Confidentiality or Non- Disclosure Agreements may only be entered into by an authorized representative of Seller.
Intellectual Property; Confidential Information. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of such Party, whether or not specifically recognized or perfected under Law. Issuer Party shall not use, disclose or retain confidential information (including personally identifiable information or other account information) of NCPS Parties or any third parties that Issuer Party or its affiliates or their employees, directors, officers, consultants, independent contractors, advisors and auditors may receive or otherwise have access to in connection with the transactions contemplated by this Agreement.
Intellectual Property; Confidential Information. Company shall own, and Advisor shall and hereby does assign to Company, all intellectual property and related rights throughout the world that arise in whole or in part out of, or in connection with, the Services or any Confidential Information (“Inventions”). Advisor agrees that all Inventions and other business, technical and financial information Advisor obtains from or assigns to Company, or learns in connection with the Services, constitute “Confidential Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Confidential Information. “Confidential Information” does not include information that Advisor can document (i) is or becomes readily publicly available without restriction through no fault of Advisor, or (ii) that Advisor knew without restriction prior to its disclosure by the Company. All Confidential Information shall remain the property of the Company, and Advisor shall promptly return to Company all items and copies containing or embodying Confidential Information upon the expiration or termination of this Agreement, or earlier if so requested by the Company. If and to the extent that, for a period of time prior to the Effective Date of this Agreement (the “Prior Advisory Period”), Advisor provided any services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Advisor’s involvement with the Company, that would have been Services if performed during the term of this Agreement, then the parties acknowledge and agree that such services or efforts shall be deemed Services hereunder and this Agreement shall apply to any Inventions and Confidential Information as if assigned, obtained or learned during the term of this Agreement. Advisor further acknowledges that Advisor has been fully compensated for all services provided during any such Prior Advisory Period. Advisor shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in the Company’s name any patent, copyright or other protection which the Company elects to obtain or enforce for the Inventions. Advisor’s obligation to assist the Company in obtaining and enforcing patents, copyrights and other protections shall continue beyond the termination of Advisor’s relationship with the Company, but the Company shall compensate Advisor at a reasonable rate after the termination of such relationship for time spent at t...
Intellectual Property; Confidential Information. Further, anything to the contrary herein notwithstanding, neither Executive nor any firm, company, trust or other entity of which Executive is an Affiliate shall, during the term or after the termination or expiration of this Agreement, (i) use, register or claim any right or interest in any Intellectual Property or Confidential Information of Frontier, including but not limited to the Intellectual Property and Confidential Information of WBC acquired pursuant to the Merger Agreement, or (ii) use the tradename “Washington Banking Company,” “Whidbey Island Bank,” or any similar name or derivation thereof, in connection with the banking, financial, lending or mortgage industries.
Intellectual Property; Confidential Information. (a) Except as set out in Schedule 3.18(a), the Corporation owns all right, title and interest in and to, or is licensed or otherwise possess legally enforceable rights to use, all Intellectual Property Rights used in or necessary for the conduct of the Business, including those identified in Schedule 3.18(a) (collectively, the “Business Intellectual Property”), in each case free and clear of all Liens other than Permitted Liens. The Business Intellectual Property is sufficient for the Corporation to carry on the Business from and after the Closing Date in all material respects as currently conducted. Provided however, this Section 3.18(a), shall not extend in any way to any matter that relates to or is equivalent to infringement or violation of Intellectual Property Rights of any third party, which matters are addressed in Section 3.18(b). Except as set forth in Schedule 3.18(a), none of the owned Business Intellectual Property has been registered or is the subject of an application for registration with any Governmental Authority. The Corporation has granted any license or other right to any third party with respect to the Business Intellectual Property except in the Ordinary Course of Business of the Corporation. Any licensed Business Intellectual Property is in good standing and the consummation of the Transaction will not result in the termination or impairment of any Business Intellectual Property.
Intellectual Property; Confidential Information. (a) You acknowledge that the relationship between the parties hereto is exclusively that of employer and employee and that the Company’s obligations to you are exclusively contractual in nature. The Company shall be the sole owner of all the fruits and proceeds of your services hereunder, including, but not limited to, all ideas, concepts, formats, suggestions, developments, arrangements, designs, packages, programs, promotions, and other intellectual properties which you may create in connection with and during the term of your employment hereunder, free and clear of any claims by you (or anyone claiming under you) of any kind or character whatsoever (other than your right to compensation as set forth in this Agreement). You shall, at the reasonable request of the Company, execute such assignments, certificates, or other instruments consistent herewith as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce, or defend its right, title, and interest in or to any such properties after a reasonable opportunity to review and negotiate the same in good faith. However, this paragraph shall not apply to any invention or intellectual property that you develop entirely on your own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice of such invention or intellectual property to the Company’s business or actual or demonstrably anticipated research or development of the Company; or (ii) result from any work performed by you for the Company. You will advise the Company promptly in writing of any inventions or intellectual property that you believe meet the criteria of the exception in the preceding sentence.
Intellectual Property; Confidential Information. 11.1 The Seller represents and warrants, and it is a condition of this Contract that use of the Works will not infringe the Intellectual Property Rights or other rights of any third party; and the exercise of the rights contemplated by clause 11.2 by the Purchaser will not infringe the Intellectual Property Rights or other rights of any third party.
