Intellectual Property Rights/Confidential Information Sample Clauses

Intellectual Property Rights/Confidential Information. You agree that the Company is the owner of valuable trade secrets, client, vendor, customer and contractor lists and other confidential and proprietary information. As such, you agree that your employment is contingent upon your execution of, and delivery to, the Company of a Confidential Information and Invention Assignment Agreement in the standard form utilized by the Company.
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Intellectual Property Rights/Confidential Information. Agent agrees that all marketing and promotional materials, advertisements, circulars, brochures or similar material concerning the Products, rate and benefit schedules, contracts, records files, software, manuals, forms, and other materials and information furnished by the Company, whether furnished in paper forma, electronic format or through the Internet, is and shall remain confidential and proprietary to the Company. Agent agrees that such proprietary and confidential information shall only be used by Agent in connection with performance under this Agreement and only in the manner provided by this Agreement. Agent shall not use any of the Company’s proprietary and confidential information to directly or indirectly compete with the Company, or to assist any competitor of the Company to compete with the Company, during the term of this Agreement or at any time thereafter. Upon expiration or termination of this Agreement, Agent shall immediately return all proprietary and confidential information. Agent agrees that this Agreement is and shall remain confidential, and Agent agrees not to disclose this Agreement, or any term of it, to any third party without the prior written consent of the Company, except as required by law. Agent acknowledges and agrees that the Company owns all tangible property, including, but not limited to, goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software, and similar property provided to Agent by the Company or produced by Agent at the Company’s expense or based on the Company’s proprietary and confidential information. Agent agrees to deliver this tangible property to the Company promptly upon the Company’s request, but in any event, after Agent is finished using such tangible property in performing the services under this Agreement.
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Intellectual Property Rights/Confidential Information. Executive agrees that the Company is the owner of valuable trade secrets, client, vendor, customer and contractor lists and other confidential and proprietary information. As such, Executive agrees that his employment is contingent upon Executive’s execution of, and delivery to, the Company of a Confidential Information and Invention Assignment Agreement in the standard form utilized by the Company.
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Intellectual Property Rights/Confidential Information. Seller Technology is the sole property of Seller. Except as provided in this Section 12 and Section 13, Xxxxx acquires no right, title or interest in or to the use of Seller Technology. Software created by Seller qualifies as original works and constitutes copyrightable material. Xxxxx agrees to restrict the use of Seller Technology, and any other Seller confidential technical information, to the installation, testing, calibration, operation or maintenance of the Equipment purchased by Buyer.
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Intellectual Property Rights/Confidential Information. All right, title, and interest, including all Intellectual Property Rights, in all of either party’s Confidential Information, inventions, discoveries, processes, and proprietary information embodied therein or related thereto shall be owned exclusively by such party and/or its licensors. As between Client and Thalamus, Thalamus shall own and retain all right, title and interest in and to the Service Offerings (including, but not limited to, all know-how, methods, processes, and other inventions, works, technologies, materials, documentation, programs, reports, specifications, and software created by Thalamus in connection with the Service Offerings), and Client will own all of Client’s Confidential Information. Confidential Information of Client includes non-public data provided by Client to Thalamus to enable the provision of the Services (“Client Data”), but shall not include data that is not sourced from Client or controlled by Client, such as Applicant Data or data that is also received by Thalamus from other institutions as part of the graduate medical education application process or otherwise in connection with Thalamus’ Services. Except as expressly set forth in this Agreement, Xxxxxxxx agrees not to utilize any of Client’s Confidential Information, unless it is necessary to do so in order to fulfill an obligation under this Agreement. Xxxxxxxx also agrees that it will not sell, disclose, transfer, or rent any of Client’s Confidential Information to any third party, nor will it use any of Client’s Confidential Information on behalf of any third party, without the express written permission of Client and the relevant party. Notwithstanding the foregoing or anything to the contrary, Thalamus shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, Client Data), and Thalamus will be free during and after the term hereof, to use such information and data for the following purposes: (i) to provide the Services as described in this Agreement; (ii) improve and enhance Thalamus services and products (including the development of new or related products and services), (iii) to maintain the integrity of the Service, (iv) for customer service or billing purposes, (v) to conduct research, and (vi) provided that such information or data is aggregated and anonymized in a manner that appropriately masks ...
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Intellectual Property Rights/Confidential Information. (i) Seller is the sole and exclusive owner of all right, title and interest, free and clear of any Security Interest or similar encumbrance of any kind, in and to Seller's Intellectual Property Rights and Confidential Information. Seller has all right, title and interest to use and assign the Intellectual Property Rights and Confidential Information and to fulfill Seller's obligations under this Agreement.
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Intellectual Property Rights/Confidential Information. 9.1 All Intellectual Property Rights and Confidential Information existing prior to the Effective Date shall belong to the party that owned such rights immediately prior to the Effective Date.
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Intellectual Property Rights/Confidential Information. 5.1. Any new IPR relating to the Systems, as a result of a modification, development, enhancement or improvement by FPI will be the exclusive property of FPI. Similarly any new IPR relating to the Systems, as a result of a modification, development, enhancement or improvement by XXXXXX will be the exclusive property of XXXXXX provided that FPI will have the continuing right to use any such new IPR relating to the Systems with respect to FPI products. Except as expressly provided in this Agreement, neither party shall use the other party’s modifications, developments, enhancements or improvements without the express prior written consent of the other.
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Intellectual Property Rights/Confidential Information 
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Related to Intellectual Property Rights/Confidential Information

  • 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.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights.

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