Intellectual Property Rights and Confidentiality. 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 11 contracts
Samples: Technical Consulting and Management Services Agreement (Hello Group Inc.), Exclusive Technical Consulting and Management Services Agreement (Hello Group Inc.), Exclusive Technical Consulting and Management Services Agreement (Hello Group Inc.)
Intellectual Property Rights and Confidentiality. 3.1 Party A shall have the exclusive and proprietary rights and interests in and to all rights, ownership, interests and intellectual properties arising out of property rights generated or created during by the performance of this Agreement, including but not limited to copyrightscopyright, patentspatent, patent applicationsapplication, trademark, software, technical secretsknow-how, trade secrets secret and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed whether developed by Party A in its sole discretion for or Party B. No license granted by Party A or the purposes designated party of vesting any ownership, right or interest of any such Party A to Party B to use the intellectual property rights in Party A, and/or perfecting shall be deemed as granting the protections for any such ownership of the intellectual property rights in to Party B, and the intellectual property rights developed by Party B based on Party A’s consultation or services shall belong to Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties by them in connection with the preparation and performance this Agreement are regarded as confidential informationis confidential. Each Party shall maintain confidentiality of keep all such information confidential information, and shall not disclose any relevant information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: those (a) is in which enters or will enter the public domain (other than through not due to the disclosure made by one of the receiving Party’s unauthorized disclosure)parties to the public; (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) which is required to be disclosed by the applicable law or the rules or requirements of any stock exchange; or (c) which is required to be disclosed by either Party to its shareholders, investors, legal counsels or financial advisors regarding advisers in connection with the transaction transactions contemplated hereunderby this Agreement, provided that such shareholders, investors, legal counsels or financial advisors advisers shall be bound by the subject to confidentiality obligations similar to those set forth in this SectionArticle. Disclosure The disclosure of any confidential information by the staff members any employee or agencies hired organization employed by any either Party shall be deemed as the disclosure of such confidential information by such Party, which and such Party shall be held liable for breach of this Agreement. This Section Article shall survive survive, regardless of the termination of this Agreement for any reason.
3.3 The Parties agree that this Section Article shall survive changes tosurvive, and rescission regardless of whether this Agreement is modified, rescinded or termination of, this Agreementterminated.
Appears in 3 contracts
Samples: Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD), Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD), Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD)
Intellectual Property Rights and Confidentiality.
3.1 Party A shall have the exclusive and proprietary rights and interests in and to all rights, ownership, interests and intellectual properties arising out of property rights generated or created during by the performance of this Agreement, including but not limited to copyrightscopyright, patentspatent, patent applicationsapplication, trademark, software, technical secretsknow-how, trade secrets secret and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed whether developed by Party A in its sole discretion for or Party B. No license granted by Party A or the purposes designated party of vesting any ownership, right or interest of any such Party A to Party B to use the intellectual property rights in Party A, and/or perfecting shall be deemed as granting the protections for any such ownership of the intellectual property rights in to Party B, and the intellectual property rights developed by Party B based on Party A’s consultation or services shall belong to Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties by them in connection with the preparation and performance this Agreement are regarded as confidential informationis confidential. Each Party shall maintain confidentiality of keep all such information confidential information, and shall not disclose any relevant information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: those (a) is in which enters or will enter the public domain (other than through not due to the disclosure made by one of the receiving Party’s unauthorized disclosure)parties to the public; (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) which is required to be disclosed by the applicable law or the rules or requirements of any stock exchange; or (c) which is required to be disclosed by either Party to its shareholders, investors, legal counsels or financial advisors regarding advisers in connection with the transaction transactions contemplated hereunderby this Agreement, provided that such shareholders, investors, legal counsels or financial advisors advisers shall be bound by the subject to confidentiality obligations similar to those set forth in this SectionArticle. Disclosure The disclosure of any confidential information by the staff members any employee or agencies hired organization employed by any either Party shall be deemed as the disclosure of such confidential information by such Party, which and such Party shall be held liable for breach of this Agreement. This Section Article shall survive survive, regardless of the termination of this Agreement for any reason..
3.3 The Parties agree that this Section Article shall survive changes tosurvive, and rescission regardless of whether this Agreement is modified, rescinded or termination of, this Agreement.terminated.
Appears in 2 contracts
Samples: Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD), Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD)
Intellectual Property Rights and Confidentiality. 3.1 Party A shall have sole, exclusive and proprietary complete ownership, rights and interests of and in any and all rights, ownership, interests and intellectual properties or intangible assets arising out of of, created or created developed during the performance of this AgreementAgreement by the Parties, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others, to the extent not prohibited by the PRC laws. Unless expressly authorized by Party A, Party B is not entitled to any rights or interests in any intellectual property rights of Party A which are used by Party A for the provision of the services hereunder. To ensure Party A’s rights under this Section, where necessary, Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in at its sole discretion discretion, for the purposes of vesting any the ownership, right or interest of and in any such intellectual property rights and intangible assets in Party A, and/or perfecting the protections for of any such intellectual property rights in and intangible assets for Party A.A, including registering such intellectual property rights and intangible assets under Party A’s name.
3.2 The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of keep all such confidential informationinformation confidential, and shall not disclose any confidential information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the any information that: (a) is in or becomes available to the public domain (other than through unauthorized disclosure by the Party receiving Party’s unauthorized disclosuresuch confidential information); (b) is under the obligation required to be disclosed pursuant to the under applicable laws or laws, regulations, rules of any stock exchangeexchange rules, or orders of the court governmental authorities or other government authoritiescourts; or (c) is required to be disclosed by any either Party to its shareholders, investorsdirectors, employees, legal counsels or financial advisors regarding on a need-to-know basis in connection with the transaction contemplated hereunder, provided that such shareholders, investorsdirectors, employees, legal counsels or financial advisors shall be bound by subject to the confidentiality obligations similar to those set forth in this Section. Disclosure Any breach of any confidential information confidentiality by the staff members shareholders, director, employees of or agencies hired engaged by any either Party shall be deemed disclosure as a breach of such confidential information confidentiality by such Party, in which case such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, in accordance with this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (OneSmart International Education Group LTD)
Intellectual Property Rights and Confidentiality. 3.1 To the extent permitted by PRC laws, Party A shall have has the sole and exclusive right and proprietary interest to any right, title, interest and all intellectual property rights and interests in all rights(including, ownershipbut not limited to, interests and intellectual properties arising out copyright, patent right, right of patent application, software, know-how, trade secrets, etc) made or created during from the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall must execute all appropriate the documents, take all appropriate actions, submit all filings the documents and/or applications, render applications and provide all appropriate assistance assistances and otherwise conduct whatever is do all such other acts as are necessary as deemed by in Party A in its sole A’s discretion for the purposes of vesting to grant any ownershiptitle, right or and interest of to and in any such intellectual property rights in Party A, and/or perfecting improve the protections for any such intellectual property rights in Party A.protection thereof.
3.2 The Parties agree and acknowledge that the existence any and the terms of this Agreement and any all oral or written information exchanged between them in respect of this Agreement, the Parties in connection with contents of this Agreement and the preparation and or performance of this Agreement are regarded as is deemed confidential information. Each Party shall maintain confidentiality of keep confidential all such confidential information, information and not disclose any confidential information to any third party without obtaining the prior written consent of the other Party, it but the above confidentiality obligation shall not disclose any relevant confidential information apply to any third parties, except for the information thatwhich: (a) is in the public domain or becomes or will be or become publicly available (other than through no fault of the receiving Party’s unauthorized disclosureparty); (b) is disclosed under the obligation to be disclosed pursuant to the requirement of applicable laws or regulations, regulations or stock trading rules or an order of any stock exchange, government authority or orders of the court or other government authoritiescourt; or (c) is required to be disclosed by any Party to its shareholders, investors, investors or legal counsels or financial advisors regarding consultants in respect of the transaction transactions contemplated hereunderby this Agreement, provided that such shareholders, investors, legal counsels or financial advisors who shall agree to be bound by the confidentiality obligations obligation similar to those set forth in this Sectionthat as stated herein. Disclosure Any breach of the above confidentiality obligation by any of the personnel of any confidential information Party or of the institutions engaged by the staff members or agencies hired by any such Party shall be deemed disclosure of such confidential information as a breach hereof by such Party, which and such Party shall be held liable for breach of bear the defaulting liability hereunder. The provisions under this Agreement. This Section Article shall survive the termination of this Agreement for any whatever reason.
3.3 The Parties agree that the provisions under this Section shall Article will survive changes tothe amendment, and rescission cancellation or termination of, of this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (SKY-MOBI LTD)
Intellectual Property Rights and Confidentiality.
3.1 Party A shall have sole and exclusive and proprietary titles, rights and interests in to any and all rightsintellectual property rights (including but not limited to copyright, ownershippatent right, interests patent application right, software, technical secret, business secret and intellectual properties others) arising out of or created during the performance of this the Agreement, including but not limited and have the right to copyrightsuse such rights free of charge.
3.2 For the needs of Party B’s business, patents, patent applications, software, technical secrets, trade secrets and others. Party A agrees that Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed will register part of the intellectual property rights designated by Party A in Party B’s name. However, upon Party A’s request, Party B shall transfer the aforementioned intellectual property rights registered in Party B’s name to Party A free of charge or at the lowest price permitted by law without violating the mandatory provisions of Chinese laws, and Party B shall sign any and all documents, take any and all actions, submit any and all documents and/or applications, provide any and all assistance, and take any and all other actions, that Party A, at its sole discretion for discretion, deems necessary and appropriate to confer the purposes titles, rights and interests of vesting any ownership, right or interest of any Party A to such intellectual property rights in on Party A, and/or perfecting to perfect the protections for any protection of such intellectual property rights. Party A shall have the right to use any intellectual property rights registered in the name of Party A.B free of charge.
3.2 3.3 The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information exchanged between with each other regarding the Parties in connection with Agreement, its content and the preparation and or performance this of the Agreement are regarded as considered confidential information. Each Party The Parties shall maintain confidentiality of treat in confidence all such confidential information, and shall not disclose any confidential information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information thatany information: (a) is in available or to be available to the public domain (other than through disclosed to the public by the Party receiving Party’s unauthorized disclosurethe confidential information); (b) is under the obligation required to be disclosed pursuant to the in accordance with applicable laws or and regulations, rules of any stock exchangeexchange rules, or orders of the court from government departments or other government authoritiescourts; or (c) is required to be disclosed by any a Party to its shareholders, investorsdirectors, employees, legal counsels or financial advisors regarding necessary and requisite for the transaction transactions contemplated hereunderherein, provided that but such shareholders, investorsdirectors, employees, legal counsels or financial advisors are also subject to a duty of confidentiality similar to this clause. If either party’s shareholders, directors, employees or retained agencies divulge or reveal the confidential information, it shall be bound by deemed that the confidentiality obligations similar to those set forth in this Section. Disclosure of any Party divulges or reveals such confidential information by information, and the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this default therefor in accordance with the Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (36Kr Holdings Inc.)
Intellectual Property Rights and Confidentiality. 3.1 7.1 The Party A acknowledges and agrees that all intellectual property rights attached to all or any of the software provided under this Agreement belong to the Zhengzhou Esunny only; And it owns the full and exclusive authority that enables the Party B to performs all of the business operations described in this Agreement. The intellectual property rights attached to and the ownership of all quotation information provided under this Agreement belong to the exchanges who supply them only. Under no circumstance, this Agreement should be seen as an authorization to permit any transfer of any intellectual property right from the Party B or any other third party to the Party A. The Party A, however, may obtain the usage rights over the abovementioned software and quotation information by virtue of this Agreement, Order or any other special agreement. Without a prior permission in writing, the usage right mentioned above shall remain non-exclusive and non-transferable.
7.2 To the maximum extent permitted by law, the Party B shall not change, modify, rewrite, translate, decompile, disassemble, reverse-engineer, or, for any purpose other than that stipulated in this Agreement, commercialize any software and/or quotation information that the Party B provides under this Agreement.
7.3 Both Parties should observe their obligation of maintaining confidentiality under this Agreement and take all actions to prevent all or any of the content of this Agreement to be disclosed to any individual or any third party in no relation to this Agreement. Also, both Parties should maintain the secrecy of any technical secret and/or business information obtained from the other Party during the cooperation. The obligation of maintaining confidentiality shall always remain effective and shall survive all the change, dissolution or termination of this Agreement.
7.4 The Party B promises that there is no malicious code or unauthorized functions hidden in any software it provides, or any functional module that’s not in conformity with the applicable laws and regulations of Hong Kong SAR and P.R. China or any other jurisdiction, and that all software it provides is in compliance with the technical standards and technical directions applicable to the stock and futures industry in the Mainland China and Hong Kong SAR.
7.5 The Party A promises that it would not transfer, sell, give and/or disclose all or any of the Esunny products and/or any of the technical data that are under the protection of intellectual property right, e.g. design idea, system structure or technical paper, etc. The Party A should observe the obligation of maintaining the secrecy of all and/or any of the Party B’s pricing policy, financial data or details of contract that has become known to it due to the cooperative relations between both Parties. If the Party B should suffer any loss or damage arising from the Party A’s disclosure of abovementioned confidential information, the Party A shall have exclusive make compensation that is at least as much as the loss that the Party B may suffer due to its breach of confidential obligations
7.6 The Party B promises not to disclose, in any way, any business secret of the Party A that has become known to its during its cooperation with the Party A to any third party.
7.7 Both Parties should keep secrecy of all and/or any of the technical secrets and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created business information that became known to each other during the performance cooperation. The confidentiality obligation to which both Parties committed themselves under this Agreement shall not disappear along with the change, dissolution or termination of this Agreement, except that the disclosure is legally required by any government, regulatory body or judicial agency for lawful investigation.
7.8 The exchanges own all the exclusive intellectual property rights over the quotation information they provide. All such quotation data constitute the valuable confidential information of the exchange that provides them and the object attached to which there are exclusive rights within a non-public scope. In addition, unless they are made public by the owner, such information shall remain the valuable confidential information of the exchanges and the exclusive rights over them shall remain that of the relevant exchanges.
7.9 The Party A shall not take any action that infringes or will possibly infringe the Party B’s intellectual property rights and/or causes or will possibly cause any damage to any third party’s rights, qualifications or interest over its intellectual products. If due to the Party A’s actions, the Party B should be subject to any claim or lawsuit and thereafter suffer any loss and/or damage, the Party A shall make full compensation for such loss. This provision and relevant conditions shall remain effective after the expiry or termination of this Agreement.
7.10 The Party A guarantees not to disclose, reproduce or use any content of Esunny products, including but not limited to copyrightstransaction data, patentsin a form or for a purpose not approved by the Party B. Otherwise, patent applications, software, technical secrets, trade secrets and others. the Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by has the right to terminate the services. The Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection should cooperate with the preparation Party B or exchanges in all auditing and performance this Agreement are regarded examination over the quotation data, including the use of quotation data, as confidential information. Each Party shall maintain confidentiality of all such confidential information, well as any ledger and/or record about the receiving and without obtaining the written consent using of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reasonquotation information.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Intellectual Property Rights and Confidentiality. 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during from the performance of this Agreement, including but not limited to to, copyrights, patents, patent applications, trademarks, software, technical secrets, trade secrets and others. , regardless of whether they have been developed by Party A or Party B. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or and applications, render all appropriate assistance and otherwise conduct whatever is deemed necessary as deemed by Party A in at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or and perfecting the protections for any such intellectual property rights in entitled to Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are shall be regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third partiesparty, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or laws, regulations, rules of any stock exchange, exchange regulations or orders of the court or other government governmental authorities; or (c) is required to be disclosed by any Party to its shareholders, investorsdirectors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investorsdirectors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure Any unauthorized disclosure of any confidential information by the staff members shareholders, director, employees of or agencies hired engaged by any Party shall be deemed as unauthorized disclosure of such confidential information by such Party, which Party and such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (AiHuiShou International Co. Ltd.)
Intellectual Property Rights and Confidentiality. 3.1 3.1. To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 3.2. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 3.3. The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Intellectual Property Rights and Confidentiality. 3.1 To the extent not prohibited by the PRC laws, Party A shall have sole and exclusive and proprietary ownership, rights and interests in and to any and all rights, ownership, interests and intellectual properties property rights or intangible assets arising out of or created or developed during the performance of this AgreementAgreement by the Parties, including but not limited to copyrights, patents, patent applications, software, technical secretsknow-how, trade secrets and others. Unless expressly authorized by Party A, Party B shall not have any rights or interests in or to the intellectual property rights of Party A used by Party A to provide the services hereunder. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render provide all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in and intangible assets into Party A, and/or perfecting the protections for any such intellectual property rights in and intangible assets of Party A, including but not limited to registering such intellectual property rights and intangible assets under the name of Party A.
3.2 The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information related to this Agreement, the content hereof and exchanged between for the Parties in connection with the purpose of preparation and or performance of this Agreement are shall be regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the prior written consent of the other Party, it shall not disclose any relevant confidential information to any third partiesparty, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is subject to disclosure required under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investorsdirectors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investorsdirectors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this SectionArticle. Disclosure of any confidential information by the staff members shareholders, directors, employees of or agencies hired engaged by any Party shall be deemed disclosure of such confidential information by such Party, which Party and such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (KE Holdings Inc.)
Intellectual Property Rights and Confidentiality. 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties property rights arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in to Party A, and/or perfecting the protections for any such intellectual property rights in to Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (58.com Inc.)
Intellectual Property Rights and Confidentiality. 3.1 11.1 The ownership and intellectual property rights of the Hanwang Software under this contract shall be vested in Party B, and Party A is licensed hereunder to use such software. Party B warrants that the Hanwang Software does not infringe any intellectual property rights or any other legitimate interests of any third parties. If Party A or any third party sustains any losses arising from such infringements, Party B shall have exclusive be solely responsible for such losses.
11.2 Both parties shall keep confidential this contract, the cooperative relationship between the two parties hereunder and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created any confidential information received by one party (the “Receiving Party”) from the other party (“Disclosing Party”) during the their performance of this Agreementcontract, including but not limited to copyrightsthe related technical materials and information regarding the corporate structure, patentsoperation method, patent applicationsmarketing, softwareoperation and finance of the Disclosing Party, technical secretsno matter in writing, trade secrets verbal, graphics, electromagnetic or any other form. With respect to verbal information, the Disclosing Party shall record such information in writing and others. send such record to the Receiving Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by within a reasonable period of time after it notifies the Receiving Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential verbal information. Each The Receiving Party shall maintain confidentiality of all neither disclose such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for including the information that: (a) is employees of the Receiving Party or its affiliates who do not participating in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws transactions contemplated hereunder or regulationswho have not execute any confidentiality contract, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of nor use such confidential information by such for any purposes other than those as agreed herein. The Receiving Party may not reverse compile, disassemble, analyze or modify any technology or software it receives from the Disclosing Party. In the event that the Disclosing Party requests, in writing, the Receiving Party to return all the confidential information it disclosed to the Receiving Party, which the Receiving Party shall immediately return to the Disclosing Party all such written or tangible confidential information and all documents describing or summarizing such confidential information.
11.3 If the two parties need to enter into a separate confidentiality contract, the rights and obligations with respect to the confidential information shall follow the terms and conditions set forth under such confidentiality contract.
11.4 The term of the obligations to keep the confidential information in confidence shall be held liable for breach from the date of this Agreement. This Section shall survive contract to the third year following the termination of this Agreement for any reasoncontract.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
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Samples: Technology License Contract (Qiao Xing Mobile Communication Co., Ltd.)
Intellectual Property Rights and Confidentiality. 3.1 To the extent not prohibited by the PRC laws, Party A shall have sole and exclusive and proprietary ownership, rights and interests in and to any and all rights, ownership, interests and intellectual properties property rights or intangible assets arising out of or created or developed during the performance of this AgreementAgreement by the Parties, including but not limited to copyrights, patents, patent applications, software, technical secretsknow-how, trade secrets and others. Unless expressly authorized by Party A, Party B shall not have any rights or interests in or to the intellectual property rights of Party A used by Party A to provide the services hereunder. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render provide all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in and intangible assets into Party A, and/or perfecting the protections for any such intellectual property rights in and intangible assets of Party A, including but not limited to registering such intellectual property rights and intangible assets under the name of Party A.
3.2 The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information related to this Agreement, the content hereof and exchanged between for the Parties in connection with the purpose of preparation and or performance of this Agreement are shall be regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the prior written consent of the other Party, it shall not disclose any relevant confidential information to any third partiesparty, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is subject to disclosure required under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investorsdirectors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investorsdirectors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this SectionArticle. Disclosure of any confidential information by the staff members shareholders, directors, employees of or agencies hired engaged by any Party shall be deemed disclosure of such confidential information by such Party, which Party and such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (KE Holdings Inc.)
Intellectual Property Rights and Confidentiality.
3.1 Party A shall have the exclusive and proprietary rights and interests in and to all rights, ownership, interests and intellectual properties arising out of property rights generated or created during by the performance of this Agreement, including but not limited to copyrightscopyright, patentspatent, patent applicationsapplication, trademark, software, technical secretsknow-how, trade secrets secret and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed whether developed by Party A in its sole discretion for or Party B. No license granted by Party A or the purposes designated party of vesting any ownership, right or interest of any such Party A to Party B to use the intellectual property rights in Party A, and/or perfecting shall be deemed as granting the protections for any such ownership of the intellectual property rights in to Party B, and the intellectual property rights developed by Party B based on Party A’s consultation or services shall belong to Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties by them in connection with the preparation and performance this Agreement are regarded as confidential informationis confidential. Each Party shall maintain confidentiality of keep all such information confidential information, and shall not disclose any relevant information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: those (a) is in which enters or will enter the public domain (other than through not due to the disclosure made by one of the receiving Party’s unauthorized disclosure)parties to the public; (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) which is required to be disclosed by the applicable law or the rules or requirements of any stock exchange; or (c) which is required to be disclosed by either Party to its shareholders, investors, legal counsels or financial advisors regarding advisers in connection with the transaction transactions contemplated hereunderby this Agreement, provided that such shareholders, investors, legal counsels or financial advisors advisers shall be bound by the subject to confidentiality obligations similar to those set forth in this SectionArticle. Disclosure The disclosure of any confidential information by the staff members any employee or agencies hired organization employed by any either Party shall be deemed as the disclosure of such confidential information by such Party, which and such Party shall be held liable for breach of this Agreement. This Section Article shall survive survive, regardless of the termination of this Agreement for any reason..
3.3 The Parties agree that this Section Article shall survive changes tosurvive, and rescission regardless of whether this Agreement is modified, rescinded or termination of, this Agreement.terminated.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (Pintec Technology Holdings LTD)
Intellectual Property Rights and Confidentiality. 3.1 Party A shall have sole and exclusive and proprietary rights and interests in all rightsany right, ownership, interests interest and all intellectual properties property rights arising out of from or created during by the performance of this Agreementagreement, including but not limited to copyrights, patentscopyright, patent applicationsright, patent application right, software, technical secretsknow-how, trade secrets business secret and others. Party B shall execute sign all appropriate documents, take all appropriate actions, submit all filings and/or documents and / or applications, render provide all appropriate assistance assistance, and otherwise conduct whatever is do all other acts deemed necessary as deemed by Party A in at its sole discretion for the purposes of vesting own discretion, so as to grant Party A with any ownership, right or and interest in such intellectual property rights, and/or improve the protection of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in of Party A.
3.2 The Parties Both parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties them in connection with this agreement, its contents and the preparation and or performance of this Agreement are regarded agreement shall be deemed as confidential information. Each Party Both parties shall maintain keep the confidentiality of all such confidential information, information and shall not disclose any confidential information to any third party without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third partiesparty, except for the information thatfor: (a) is in any information known or to be known to the public domain (other than through but not disclosed to the public by the party receiving Party’s unauthorized disclosurethe confidential information arbitrarily); (b) is under the obligation any information required to be disclosed pursuant to in accordance with the applicable laws or and regulations, rules of any stock exchangetrading regulations, or orders order of the court a government department or other government authoritiescourt; or (c) is any information required to be disclosed by any Party either party to its shareholders, investors, legal counsels or financial advisors regarding advisers in connection with the transaction contemplated hereundertransactions described in this agreement, provided that such shareholders, investors, legal counsels or financial advisors advisers shall be bound also abide by the confidentiality obligations similar to those set forth in this Sectionarticle. Disclosure Where any staff of either party or any confidential information institution engaged by either party leaks any such information, the staff members or agencies hired by any Party case shall be deemed disclosure of such that the party discloses the confidential information by such Party, which Party and shall be held liable for breach of the contract in accordance with this Agreementagreement. This Section clause shall survive remain in force regardless of the termination of this Agreement agreement for any reason.
3.3 The Parties Both parties agree that this Section clause shall survive changes toremain in force regardless of whether this agreement is modified, and rescission cancelled or termination of, this Agreementterminated.
Appears in 1 contract
Samples: Exclusive Management Consulting and Technical Service Agreement (EZGO Technologies Ltd.)
Intellectual Property Rights and Confidentiality. 3.1 3.1. To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 3.2. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Appears in 1 contract
Intellectual Property Rights and Confidentiality. 3.1 3.1. To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 3.2. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason, except as may be deemed necessay or desirable in the opinion of counsel to the parties in light of the fact that applicable securities laws may require or encourage certain public disclosures.
3.3 3.3. The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
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