Maintenance of Proprietary Information. The Company shall maintain all Proprietary Information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use the Proprietary Information owned by it except in the ordinary course of the Company's business and shall maintain the confidentiality and trade secret status of all Proprietary Information that is confidential except where disclosure is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Company's business. The Company shall cause each key management employee of the Company and each Consultant to enter into confidentiality agreements in a form approved in writing by the Buyer within 30 days of the Closing. The Company shall consult with the Buyer and shall take such actions in accordance with the Buyer's advice as may be necessary or desirable to protect and enhance the Proprietary Information of the Company.
Maintenance of Proprietary Information. The Company shall maintain all proprietary information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use its proprietary information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all proprietary information that is confidential except contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.
Maintenance of Proprietary Information. The Company shall maintain all Proprietary Information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use its Proprietary Information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all proprietary information that is confidential except where disclosure is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Company's business. The Company shall enter into and maintain a Confidentiality Agreement, in the form attached at Exhibit G, with each employee and, as appropriately modified, each consultant to the Company.
Maintenance of Proprietary Information. The Company shall maintain all Proprietary Information and Trade Secret Information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use the Proprietary Information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all Proprietary Information that is confidential and trade secret except where disclosure would not have a material effect on the Company's business, is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Company's business.
Maintenance of Proprietary Information. Each party, acting as a Receiving Party, agrees to keep strictly confidential all Proprietary Information received by it from a Disclosing Party and to use such Proprietary Information solely for the purpose of conducting the discussions with the Disclosing Party referred to above. Each Receiving Party agrees that any and all Proprietary Information of a Disclosing Party is and shall remain the proprietary and confidential information and property of that Disclosing Party. A Receiving Party may not use any of the Proprietary Information of a Disclosing Party for any purpose other than the above- stated purpose, nor with any person or entity except as set forth in this Agreement, nor for the Receiving Party’s internal use or product development, nor for any purpose other than the above-stated purpose, without the prior written consent of the Disclosing Party. Each Receiving Party agrees to use the same degree of care to maintain and protect any and all Proprietary Information of a Disclosing Party as confidential and to prevent disclosure of such Proprietary Information to any third party as it would to protect its own most valuable confidential information. Each Receiving Party shall use its best efforts to ensure compliance by its employees, agents and representatives having access to the Proprietary Information of a Disclosing Party and agrees not to provide any portion of such Proprietary Information to any of its employees, agents or representatives who do not have a need to know such Proprietary Information in connection with any proposed business relationship with the Disclosing Party.
Maintenance of Proprietary Information. Maintain all confidential information and intellectual property, including all rights relating to patents, trademarks, service marks, copyrights, tradenames, trade secrets and other intangible rights, information and property (collectively the "Proprietary Information"), and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use its Proprietary Information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all Proprietary Information that is confidential except where disclosure is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Company's business. The Company shall enter into and maintain either an Employment Letter or a Confidentiality and Inventions Agreement, in a form approved by the Board of Directors, with each employee and, as appropriately modified, each consultant to the Company who has or is likely to have as part of their employment or association with the Company knowledge of the present Proprietary Information and any future information that would be considered Proprietary Information hereunder.
Maintenance of Proprietary Information. The Seller shall maintain all Proprietary Information, and all applications and registrations therefor owned or held by the Seller, in full force and effect, except as otherwise determined in the ordinary course of business. The Seller shall not encumber or license others to use the Proprietary Information owned by it except in the ordinary course of the Seller's business and shall maintain the confidentiality and trade secret status of all Proprietary Information that is confidential except where disclosure is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Seller's business. The Seller shall cause each key management employee of the Seller and each Consultant to enter into confidentiality agreements in a form approved in writing by the Buyer within 30 days of the Closing. The Seller shall consult with the Buyer and shall take such actions in accordance with the Buyer's advice as may be necessary or desirable to protect and enhance the Proprietary Information of the Buyer.
Maintenance of Proprietary Information. The Company shall maintain all proprietary information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber or license others to use its proprietary information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all proprietary information that is confidential except
Maintenance of Proprietary Information. The Company shall maintain all Proprietary Information, and all applications and registrations therefor owned or held by the Company, in full force and effect, except as otherwise determined in the ordinary course of business. The Company shall not encumber its Proprietary Information owned by it except in the ordinary course of the Company's business, and shall maintain the confidentiality and trade secret status of all Proprietary Information that is confidential except where disclosure is necessary to obtain copyright registrations or patents, or is necessary or desirable in the ordinary course of the Company's business. The Company shall enter into and maintain a Confidential Information Agreement, in the form attached at EXHIBIT V, with each employee and, as appropriately modified, each consultant to the Company who has or is likely to have as part of their employment or association with the Company knowledge of the present Proprietary Information and any future information that would be considered Proprietary Information hereunder, and shall enter into and maintain a Noncompete Agreement, in the form attached at EXHIBIT VI with each key management employee of the Company.
Maintenance of Proprietary Information. (a) ABI acknowledges that Paradyne has expended considerable time, effort and funds in developing the HAWK PRODUCT and in developing and generating its TECHNICAL INFORMATION. Each party agrees to maintain the confidentiality of, and not to use or disclose, the other's TECHNICAL INFORMATION except for the purposes permitted by this Agreement. Each party shall take commercially reasonable steps to cause its employees who have access to the other's TECHNICAL INFORMATION to comply with the foregoing sentence. The parties agree that the obligations of this Section 5.02(a) shall survive the completion, interruption or termination of this Agreement. Notwithstanding the foregoing, the above confidentiality obligations shall not apply to TECHNICAL INFORMATION that
