Intellectual Property Confidentiality. 6.1 All Intellectual Property rights in Click, the Click Demo, the Click API and the Click Documentation are exclusively owned by us (or our licensors). You acknowledge that there is no transfer of title, Intellectual Property rights, interest or ownership of Click, the Click Demo, the Click API or the Click Documentation or any part of them to you under this Click Test Environment User Agreement. You will treat information about our Intellectual Property as our confidential information.
6.2 You agree that you will not, except to the extent authorised in writing by us, use the confidential information we disclose to you for any purpose other than in connection with the performance of this Click Test Environment User Agreement or disclose to any third party any such confidential information.
6.3 You covenant and agree that all of the confidential information will:
(a) be kept strictly confidential;
(b) not, without our prior written consent, be photocopied or reproduced;
(c) be used exclusively, and only to the extent necessary, for the purposes of performing or obtaining the benefit of this Click Test Environment User Agreement;
(d) be safely and securely stored when not in use; and
(e) remain our absolute and exclusive property.
Intellectual Property Confidentiality. All the intellectual property rights attached to the Goods, including copyrights, patents, trademarks or know-how and, in particular, but not limited to, all studies, plans, drawings, processes, designs, methods, technical specifications or data communicated to Buyer remain the exclusive property of Seller. Buyer undertakes to keep confidential, not to copy, replicate, reverse engineer and/or communicate to third parties, unless with the prior and written authorization of Seller, any information of technical, financial or commercial nature disclosed by Seller and, generally, all documents handed over or sent by the latter, and not to use it for any purpose whatsoever, except for the performance of the Agreement.
Intellectual Property Confidentiality. If during the course of Seller’s performance under any Order, Seller makes modifications or improvements to the product specifications or develops any new process or other new technology related to the Goods or Services, Buyer will own such modification, improvement, process or technology. Seller shall perform whatever actions are reasonably required or requested by Buyer in order to transfer ownership of same to Buyer or to provide evidence of Buyer’s ownership thereof. Seller shall not, either prior to or after the termination of any Order, use (except for Buyer’s direct benefit as authorized in these Terms), disclose or allow to be disclosed to others any confidential information or trade secret regarding Buyer’s products, business, customers, processes, techniques or operations learned by Seller incident to its performance under any Order. All specifications, documents, drawings and other data delivered by Buyer to Seller in connection with any Order are subject to this confidentiality obligation. Seller’s confidentiality obligation will not extend to information that is generally published or lawfully available from other sources or that was known to Seller prior to disclosure thereof by Buyer.
Intellectual Property Confidentiality. 7.1 The provisions of EXHIBIT B are hereby incorporated herein and made a part hereof.
7.2 The parties have or will execute a confidentiality and non-disclosure agreement substantially in the form attached hereto as EXHIBIT C.
Intellectual Property Confidentiality. 7.1 All intellectual property rights of any nature (including copyright) created or provided by SOA or its employees or Third Parties shall be and remain the property of SOA and any such materials shall be licensed to the Client for internal use only.
7.2 The Client undertakes to keep all Publications materials created by SOA confidential and not to copy, publish or distribute any such information, materials or documents to any third party without SOA’s prior written consent (save where such information is in the public domain or the Customer is required to disclose such information by law).
7.3 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees or subcontractors who need to know such information or where the other party has consented to such disclosure.
Intellectual Property Confidentiality. Xxxxx R&M agrees -------------------------------------- to be bound by all confidentiality agreements and all agreements with respect to intellectual property rights contained in the other Project Documents.
Intellectual Property Confidentiality. 14.1 Institution hereby agrees for a period of five (5) years from the expiration or termination of the applicable Study.
(a) not to use any Proprietary Information except for the purpose of conducting the applicable Study or as otherwise expressly authorized in this Agreement or in writing by InterMune, and
(b) not to disclose or transfer Proprietary Information to any person or entity, other than to those employees or agents (including, without limitation, Investigators, IRB and Privacy Board members) who require same for the purpose hereof and who are bound by similar obligations to protect such Proprietary Information, without the express written permission of InterMune.
14.2 The obligations set forth in Section 14.1 will not apply to any Proprietary Information that Institution can demonstrate by written evidence:
(a) was known to Institution prior to its disclosure or creation hereunder or was already in Institution’s possession at time of request, unless such information came to be in Institution’s possession under obligations of confidentiality;
(b) is now or later becomes publicly available other than by breach of this Agreement;
(c) is lawfully disclosed to Institution on a non-confidential basis by a third party who is not obligated to InterMune or any other party to retain such Proprietary Information in confidence;
(d) is independently developed by Institution and/or Investigator without the use or benefit of Proprietary Information.
14.3 Nothing in this Agreement will prevent Institution from disclosing Proprietary Information that is duly required to be disclosed by law or regulation, order of a court, government agency or the like having competent jurisdiction; provided that Institution will (a) promptly notify InterMune in writing of such requirement reasonably in advance of such disclosure, (b) disclose only such portion of the Proprietary Information as is required to be so disclosed, and (c) cooperate with InterMune at InterMune’s expense in seeking a protective order or injunctive relief to protect the confidentiality of the Proprietary Information.
14.4 The furnishing of Proprietary Information under this Agreement will not constitute any grant, option or license to the Institution under any patent or other rights now or hereafter held by InterMune. Institution will not acquire any rights of any kind whatsoever with respect to any Product or intellectual property right of InterMune as a result of this Agreement.
14.5 All data, informa...
Intellectual Property Confidentiality. Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of patents, copyrights or trademarks arising from Seller’s compliance with Purchaser’s designs, specifications or instructions. Unless otherwise agreed to in a writing signed by Seller's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser shall exclusively remain with Seller. Any design, manufacturing drawings or other information submitted to Purchaser shall remain the exclusive property of Seller. Purchaser shall not, without Seller's prior written consent, copy nor disclose such information to any person. The information, drawings, plans, standards, and specifications furnished by Seller were developed at Seller's expense and may not, without Seller's prior written consent, be used nor disclosed by Purchaser for any purpose other than to install, own, operate, and maintain the subject Equipment. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement, then Seller may at its option procure for Purchaser the right to use the Equipment; modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability on patent infringements. Purchaser shall keep confidential and shall not without the prior written consent of Seller disclose to any third party any technical or commercial information which Purchaser has acquired from Seller as a result of discussion, negotiations or other communications relating to the Equipment, Services or this order.
Intellectual Property Confidentiality. 16.1 All designs, technology, technical data, patents, trademarks, mask works, inventions, trade secrets, and other intellectual property and proprietary data of Mobileye, including the contents of the Manufacturing File and all Work Product, are and shall remain the exclusive property of Mobileye, and SUPPLIER shall have no rights to use the foregoing except for the express purpose of fulfilling its obligations pursuant to this Agreement or with specific written consent by Mobileye in each instance. SUPPLIER hereby agrees to irrevocably assign and transfer to Mobileye and does hereby assign and transfer to Mobileye all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights that related to or arise from the foregoing. Mobileye will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Mobileye deems appropriate. SUPPLIER agrees: (i) to disclose promptly in writing to Mobileye all Work Product in its possession; (ii) to assist Mobileye in every reasonable way, at Mobileye’s expense, to secure, perfect, register, apply for, maintain, and defend for Mobileye’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in Mobileye’s name as it deems appropriate; and (iii) to otherwise treat all Work Product as the proprietary and confidential information of Mobileye. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. SUPPLIER will ensure that SUPPLIER’s employees, independent contractors, agents and permitted subcontractors appropriately waive any and all claims and assign to Mobileye any and all rights or any interests in any Work Product or original works created in connection with this Agreement. SUPPLIER irrevocably agrees not to assert against Mobileye or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of SUPPLIER affecting the Work Product.
16.2 SUPPLIER acknowledges that, during the course of this Agreement, it may have access to proprietary or confidential information of Mobileye including info...
Intellectual Property Confidentiality. 9.1 All intellectual property rights of any nature (including copyright) created or provided by GBCL or its employees or Third Parties shall be and remain the property of GBCL and any such materials shall be licensed to the Customer for internal use only and only for the intended benefit of the Customer. Internal use does not include the training of staff or others except by trainers tested and accredited by GBCL. It also prohibits the use of such IP and materials by staff who leave the Customer’s employment. External trainers are permitted to train others including the Customer’s staff and use the materials only if they are licensed by GBCL. The Customer agrees to ensure that all beneficiaries of training provided by GBCL are made aware of these IP constraints.
9.2 The Customer undertakes to keep all publications and materials created by GBCL confidential and not to copy, publish or distribute any such information, materials or documents to any third party without GBCL’s prior written consent (save where such information is in the public domain or the Customer is required to disclose such information by law).
9.3 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees, or subcontractors who need to know such information and who are subject to a non- disclosure agreement, or where the other party has consented to such disclosure.
