Common use of Intellectual Property Rights and Confidentiality Clause in Contracts

Intellectual Property Rights and Confidentiality. The Licensed Programs and Documentation, including any copies, compilations, made by or for Licensee, in whole or in part, are the sole property of Company or other owner. All intellectual property rights in the Licensed Programs and associated Documentation belong exclusively to Company or other owner. Company and/or other owner shall retain all title, copyright and other intellectual property rights in the Licensed Programs and all modifications, enhancements or other works derivative of the Licensed Programs. Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation and restrictions on Concurrent Use, which records shall be available for audit by Company. Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of Company, except to Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation are proprietary information or trade secrets of Company or other owner. Licensee shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter. Licensee shall not reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Programs. In the event Licensee wishes to ensure the interoperability, within the limits of its authorized use as defined in Article 2, of the Licensed Programs with other computer software or with equipment under conditions provided for by law (including without limitation laws implementing EC Directive 91/250 on the legal protection of computer programs), Licensee must ask Company for a license to use standard interfaces, exclusively for its authorized use to achieve interoperability. Company will grant Licensee a license to use the standard interfaces at then current prices and contractual conditions of Company or, if standard interfaces are not available, Company, for a fee, may provide Licensee with the necessary information to permit interoperability. Licensee is not authorized to give access to these interfaces to any person other than Users.

Appears in 1 contract

Samples: End User License Agreement

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Intellectual Property Rights and Confidentiality. The Licensed Programs 4.1 All rights, title and Documentation, including any copies, compilations, made by or for Licensee, interest in whole or in part, are and to the sole property of Company or other owner. All CMRE software as well as intellectual property rights embodied therein shall at all-time remain with CMRE. No license, right, title or interest in the Licensed Programs or to any patent, trademark, copyright, right in software and associated Documentation belong exclusively to Company database or other owner. Company and/or other owner shall retain all title, copyright and any other intellectual property rights in the Licensed Programs right of CMRE/NATO is granted or implied by disclosure or access to CMRE software. 4.2 The CMRE software may include third party components. 4.3 CMRE software contains confidential and all modifications, enhancements or other works derivative proprietary information of the Licensed ProgramsCMRE. Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation and restrictions on Concurrent Use, which records shall be available for audit by Company. The Licensee shall not provide, disclose or transmit make available CMRE software, any Licensed Programpart thereof, nor or any results of tests or benchmarks related information derived from CMRE software, to any Licensed Program, or copy thereof, in whole or in part, third party without the prior written consent authorization of CompanyCMRE. Disclosure of, except and access to Users within CMRE software to the limits Licensee personnel will solely be made on a need to know basis. These confidentiality obligations shall remain in force for a period of five (5) years after the rights granted under expiration or termination of this License Agreement. Licensee shall take appropriate action with Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes The standard of care that the methodologiesLicensee must exercise to meet these obligations is the standard that it exercises with respect to its own confidential information of a similar nature and/or classification, techniquesbut in no event less than due care. In particular, expressions, ideas and concepts the obligations contained in or expressed within this License Agreement need to be passed on to contractors/consultants hired by the Licensed Programs and associated Documentation are proprietary information or trade secrets Licensee through appropriate non-disclosure agreements. 4.4 The obligations of Company or other owner. Licensee shall treat them as confidential information and Article 4.3 above do not disclose them as long as this Agreement apply to the information: a) which is in effect and for three (3) years thereafter. Licensee shall not reverse engineer, decompile, disassemble, the public domain prior to disclosure by CMRE or otherwise translate all or subsequently becomes part of the Licensed Programs. In public domain through no unauthorized act or omission on the event Licensee wishes to ensure the interoperability, within the limits of its authorized use as defined in Article 2, part of the Licensed Programs with other computer Licensee ; b) which the Licensee can demonstrate in writing that it rightfully had in its possession prior to disclosure by CMRE; c) which the Licensee can demonstrate in writing it was prior developed without the use of CMRE software, or any part thereof; d) which is made available to the Licensee by a third party who had the right to do so. 4.5 Any element of CMRE software included by the Licensee in any software (object code or with equipment under conditions provided for by law (including without limitation laws implementing EC Directive 91/250 on the legal protection of computer programssource code), document or presentation shall clearly identify CMRE as the owner of CMRE software. No sdfs further use of any element of CMRE software under a different banner is allowed. Before incorporating such elements in any software, document or presentation, the Licensee must ask Company for a shall also verify and ensure that such incorporations are allowed under any third party license agreements required to use standard interfaces, exclusively for its authorized use to achieve interoperabilityrun CMRE software. Company will grant Licensee a license to use the standard interfaces at then current prices and contractual conditions of Company or, if standard interfaces are not available, Company, for a fee, may provide Licensee with the necessary information to permit interoperability. The Licensee is not authorized informed that the CMRE software contains open sources components subject to give access various licensing conditions which may limit or condition further use, disclosure and/or transfer of the CMRE software. 4.6 The use of prototype CMRE software to these interfaces to any person other than Userssupport urgent operational requirements requires specific authorization from Director CMRE.

Appears in 1 contract

Samples: License Agreement

Intellectual Property Rights and Confidentiality. The Licensed Programs and Documentation, including including, without limitation, any copies, compilations, copies or compilations made by or for Licensee, in whole or in part, are the sole property of Company or other ownerits licensors. All intellectual property rights in the Licensed Programs and associated Documentation belong exclusively to Company or other ownerits licensors. Company and/or other owner its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Programs and all modifications, enhancements or other works derivative of the Licensed Programs. Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation and restrictions on Concurrent UseDocumentation, which records shall be available for audit by CompanyCompany as described in Section 12.7. Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of Company, except to Users and/or Named Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users and/or Named Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation are may constitute proprietary information or trade secrets of Company or other owner. In such cases, Licensee shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter. Such confidential information may only be disclosed to the extent required by law but in this case, such disclosure shall not relieve Licensee of Licensee's confidentiality obligations with respect to any other party.. Licensee acknowledges and agrees that the Licensed Programs may contain (i) protection keys and/or (ii) electronic devices generated through the Licensed Programs (watermarks). Such electronic devices may appear when running the Licensed Programs and remain visible at display. Licensee undertakes not to remove, tamper with or otherwise erase such electronic devices. Licensee shall not reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Programs. In the event Licensee wishes to ensure the interoperability, within the limits of its authorized use as defined in Article 2, Programsreduce any part of the Licensed Programs with other computer software or with equipment under conditions provided for by law (including without limitation laws implementing EC Directive 91/250 on the legal protection of computer programs), Licensee must ask Company for a license Program to use standard interfaces, exclusively for its authorized use human-readable form nor permit any third party to do so. The interface information necessary to achieve interoperability. interoperability of the Licensed Program with independently created computer programs will be provided by Company will grant Licensee a license to use the standard interfaces at then current prices on request on payment of Company's reasonable costs and contractual conditions of Company or, if standard interfaces are not available, Company, expenses for a fee, may provide Licensee with the necessary information to permit interoperability. Licensee is not authorized to give access to these interfaces to any person other than Usersprocuring and supplying such information.

Appears in 1 contract

Samples: Academic Institution License Agreement

Intellectual Property Rights and Confidentiality. The Licensed Programs and Documentation, including any copies, compilations, made by or for Licensee, in whole or in part, are the sole property of the Company or other owner. All intellectual property rights in the Licensed Programs and associated Documentation belong exclusively to the Company or other ownerits licensors. The Company and/or other owner its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Programs and all modifications, enhancements or other works derivative of the Licensed Programs. Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation and restrictions on Concurrent UseDocumentation, which records shall be available for audit by the Company. Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of the Company, except to Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation are proprietary information or trade secrets of the Company or other owner. Licensee shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter. Except to the extent permitted by applicable law, Licensee shall not modify, adapt, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Programs. In the event Licensee wishes to ensure the interoperability, within the limits of its authorized use as defined in Article 2Section 2 of these General Terms, of the Licensed Programs with other computer software or with equipment under conditions provided for by law (including without limitation laws implementing EC Directive 91/250 on the legal protection of computer programs), Licensee must ask the Company for a license to use standard interfaces, exclusively for its authorized internal use to achieve interoperability. The Company will grant Licensee a license to use the standard interfaces at then current prices and contractual conditions of the Company or, if standard interfaces are not available, the Company, for a fee, may provide Licensee with the necessary information to permit interoperability. Licensee is not authorized to give access to these interfaces to any person other than Users. Licensee retains full ownership of personal data it uses in VTS. The Company nonetheless reserves the right to duplicate for purposes of hosting and backup.

Appears in 1 contract

Samples: End User License Agreement

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Intellectual Property Rights and Confidentiality. The Licensed Programs and DocumentationProgram is licensed, not sold. The Licensed Programs, including any copies, compilations, made by or for LicenseeYou, in whole or in part, are the sole property of Company or other ownerits licensors. All intellectual property rights Intellectual Property Rights in the Licensed Programs and associated Documentation belong exclusively to Company or other ownerits licensors. Company and/or other owner its licensors shall retain all title, copyright and other intellectual property rights Intellectual Property Rights in the Licensed Programs and all modifications, enhancements or other works derivative of the Licensed Programs. Licensee shall preserve You expressly recognize the complete and reproduce any copyright, patent and trademark notices which may appear in entire ownership of Company and/or other owner to the Licensed Programs Program and Documentation on all copies thereofrights pertaining thereto. Consequently, You undertake to respect the abovementioned rights and not to violate and/or challenge in whole any manner whatsoever, either directly or partindirectly, said rights. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation and restrictions on Concurrent Use, which records shall be available for audit by Company. Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of Company, except to Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes You recognize that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation are proprietary information or trade secrets of Company or other ownerits licensors. Licensee You shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter. Licensee shall not reverse engineerDuring the term of the Agreement, decompileYou undertake to inform Company, disassemblewithout delay, or otherwise translate of all or part infringements of the Licensed ProgramsProgram which You may be or become aware of. In You remain responsible for obtaining the event Licensee wishes necessary authorizations required for You to ensure create and develop content using the interoperabilityLicensed Program, within the limits of its authorized in particular when using and adapting third party copyrightable elements. Company shall not be responsible for Your use as defined in Article 2, of the Licensed Programs with other computer software or with equipment under conditions provided for Program and the contents created by law You through Your use of the Licensed Program. You acknowledge and agree that the Licensed Program may contain (including without limitation laws implementing EC Directive 91/250 i) protection keys and/or (ii) electronic devices generated through the use of Licensed Program (watermarks). Such electronic devices may appear on Your screen when You are running the Licensed Program and remain visible when displaying Your work. Company shall make reasonable commercial efforts to limit the impact of the watermarking on the legal protection display of computer programs)the content. You undertake not to remove, Licensee must ask temper or otherwise erase such electronic devices. You recognize that Company has the right to provide for a license such watermarking to use standard interfaces, exclusively for protect its authorized use to achieve interoperability. rights and that You may not hold Company will grant Licensee a license to use the standard interfaces at then current prices and contractual conditions of Company or, if standard interfaces are not available, Company, for a fee, may provide Licensee with the necessary information to permit interoperability. Licensee is not authorized to give access to these interfaces to any person other than Usersliable in this respect.

Appears in 1 contract

Samples: Academic Institution License Agreement

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