Intellectual Property / Proprietary Information Sample Clauses

Intellectual Property / Proprietary Information. Customer acknowledges that this Agreement is not intended to transfer ownership of any intellectual property, including but in no way limited to, patents, inventions, trade secrets, trademarks, service marks, trade names, logos, designations, copyrights, and other proprietary rights, and Customer agrees that it will not at any time during or after the term of this Agreement, assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service xxxx, trade name, logo, designation or copyright belonging to or licensed to the NP (including, without limitation, any act or failure to act which may infringe or lead to the infringement of any of the proprietary rights).
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Intellectual Property / Proprietary Information. Customer acknowledges that neither this Master Agreement nor any Customer Agreement is intended to transfer ownership of any intellectual property. LightEdge shall continue to own and retain all of its intellectual property, including, but in no way limited to, patents, inventions, trade secrets, trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights, and Customer agrees that it will not at any time during or after the term of this Master Agreement or any Customer Agreement, assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service xxxx, trade name, logo, designation or copyright belonging to or licensed to the LightEdge (including, without limitation, any act or failure to act which may infringe or lead to the infringement of any of the proprietary rights).
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Intellectual Property / Proprietary Information. Purchaser and its customers and end users (if any) shall have no rights in or title to, and Sensidyne shall retain all rights in and title to, any patents, inventions, designs, discoveries, technical data, copyrights, trademarks, trade names, service marks, trade secrets, or other intellectual property rights arising out of the products delivered or provided hereunder (the "Intellectual Property"). Purchaser hereby acknowledges and agrees that Sensidyne is granting to Purchaser a non-exclusive limited license to any software contained in the product sold hereunder. All rights not expressly granted to Purchaser herein are reserved by Sensidyne. Purchaser will not and agrees not to cause or permit an end user of the product to, modify, re-create, reverse engineer, disassemble or decompile the product or any software contained in the product. Notwithstanding the foregoing, any modifications, developments, inventions, discoveries, updates or other improvements (each an "Improvement") to the products sold to Purchaser shall be the sole property of Sensidyne and Purchaser agrees to assign to Sensidyne all right, title and interest in and to such Improvements and shall execute any and all documents and instruments as Sensidyne may reasonably determine are necessary or desirable in order to give effect to this section or to preserve, protect or enforce Sensidyne's rights with respect to such Improvements. Purchaser agrees to hold all proprietary information in confidence and not to, directly or indirectly, copy, publish, summarize, or disclose to any person or entity such information without Sensidyne’s prior written consent. Purchaser agrees that it will take all steps (including nondisclosure agreements with Purchaser’s employees and consultants, and such other steps as Purchaser takes to protect its own proprietary information) necessary to protect and prevent disclosure to and/or use by third parties of any proprietary information of Sensidyne obtained by Purchaser. For the purpose of this section, “proprietary information” includes, but is not limited to, (i) information furnished by Sensidyne, relating to the sale, use, or service of the products sold hereunder; and (ii) information provided by Sensidyne to Purchaser and specifically marked "Confidential.”
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Intellectual Property / Proprietary Information. Section 3.21 of Sellers' Disclosure Schedule is a true and correct list (including, where applicable, registration numbers, dates of filing renewal and termination) of all the material patents, patent applications, registered designs and models, trademarks, trademark registrations and applications therefor, service marks, service mark xxxistrations and applications therefor, trade names (whether or not registered or registrable), registered copyrights and registered copyright applications, used or held for use by the Companies in the conduct of the Business as currently, and as proposed to be conducted (hereinafter, collectively, "Intellectual Property Rights"). The Companies are the true, lawful and exclusive owners of all right, title and interest in and to the Intellectual Property Rights and the Proprietary Information, free and clear of all Liens, including, without limitation, claims of Employees or any third parties for compensation for use or inventions of any Intellectual Property Rights utilized by the Companies and the Intellectual Property Rights and Proprietary Information are valid and subsisting. There is no intellectual property right of any third party which is, utilized by the Companies. None of the Companies has conveyed, assigned, licensed or encumbered any of the Intellectual Property Rights and Proprietary Information. The Companies have the exclusive right to use such Intellectual Property Rights and Proprietary Information. None of the Companies is a party to any pending litigation, whether before the ordinary courts or before administrative or other courts or arbitrators, and no such litigation is threatened by or against the Companies with respect to Intellectual Property Rights. To the best of the Sellers' knowledge, conduct of the Business of the Companies does not infringe upon the intellectual property rights of any other Person.
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Intellectual Property / Proprietary Information. (a) Schedule 2.14 contains a complete and correct list of all: (i) patented or registered intellectual property and pending patent applications or other applications for registrations of intellectual property owned or filed by or on behalf of the Company; (ii) all trade names, trademarks and service marks, whether registered or unregistered, owned or used by the Company; (iii) a summary description of all copyrightable works (including, but not limited to, computer software) and mask works, registered or unregistered, owned or used by the Company and material to the Company Business (the foregoing collectively referred to as the "INTELLECTUAL PROPERTY"); and (iv) a list of all licenses or similar agreements or arrangements for any Intellectual Property to which the Company is a party, either as licensee or licensor (other than any end user licenses with the customers of the Company).
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Intellectual Property / Proprietary Information. Consultant shall respect all trademark, copyright and patent rights of Company (which include, but are not limited to, Company's brand names, designs, emblems, slogans and insignia) and shall not make, use or sell material reflecting such rights for any purpose without the express permission of Company. Consultant shall not sell or distribute or cause to be sold or distributed to anyone other than Company, either directly or indirectly, any goods or materials which display or incorporate any of Company's trademarks, copyrighted material or patents. Consultant shall not use Company's name in connection with promotions, advertisement, or for any other purpose without advance express written permission by an authorized representative of Company. All written work product produced by Consultant under this Agreement shall be deemed work for hire and shall belong to Company.
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Intellectual Property / Proprietary Information. Any knowledge or information that Buyer may discloseto Seller under this Contract, including any and all information concerning Buyer’s products or processes (including all data, drawings, patterns, designs, specifications or other technical information), scheduling, sources of supply, customers, marketing strategies, or pricing information (collectively, "Proprietary Information") shall remain the property of Buyer. Seller shall retain all such Proprietary Information in strict confidence, and shall use such Proprietary Information only to fulfill the obligations imposedby this Contract. Seller shall consider all such proprietary information to be confidential and shall not duplicate or disclose it to others, except as required by law. The provision by Buyer to Seller of any Proprietary Information shall not be construed as, and in no event shall constitute, a grant or transfer of any express or implied rights, title or interest in, to or under any of Buyer’s Proprietary Information.
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Intellectual Property / Proprietary Information 
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Related to Intellectual Property / Proprietary Information

  • Confidential Information Intellectual Property You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.

  • 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.

  • 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”).

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company.

  • Proprietary Information and Inventions Employee understands and acknowledges that:

  • 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 Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Confidential Information; Inventions (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under his control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process.

  • Confidential Information and Inventions (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company, its affiliates or third parties with whom the Company or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, the Executive agrees to keep confidential and not disclose or make accessible to any other person or use for any other purpose other than in connection with the fulfillment of his duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by, or received by or on behalf of, the Company or any of its affiliates. “Confidential and Proprietary Information” shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate or client of the Company. The Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive agrees: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s offices at any time during his employment by the Company, except as required in the execution of the Executive’s duties to the Company. The Executive agrees to return immediately all Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon request and in any event immediately upon termination of employment.

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

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