Ownership and Maintenance of Data Sample Clauses

Ownership and Maintenance of Data. All records, data files (and the data contained therein), input materials, reports and other materials provided by a Providing Party by or at the direction of the Providing Party pursuant to this Agreement (collectively, “Data”) will be and remain the exclusive property of the Providing Party. Neither the Receiving Party nor any of its Affiliates will possess any interest, title, lien or right with respect thereto or in connection therewith. The Receiving Party will not, and will cause its Affiliates not to, use the Data for any purpose other than in support of its obligations hereunder. Neither the Data nor any part thereof will be disclosed, sold, assigned, leased or otherwise disposed of to third parties by the Receiving Party or any of its Affiliates, or commercially exploited by or on behalf of the Receiving Party or any of its Affiliates or their respective employees or agents, other than in accordance with the terms of this Agreement or the Asset Purchase Agreement. If the Receiving Party (a) determines on the advice of its counsel that it is required to disclose any of the Data pursuant to applicable Law or (b) receives any demand under lawful process to disclose or provide any of the Data to any other person or party, including a Governmental Authority, then the terms of Section 14(b) shall apply to and control the disclosure of any such Data by the Receiving Party. Upon termination of any Service provided hereunder, each Party will provide the other Party reasonable access to any Data associated with the provision of such Service for a period not to exceed one (1) year following the termination of such Service, whereupon any such Data remaining with the Receiving Party will be transferred to Providing Party or otherwise made available to the Providing Party as the Providing Party may reasonably request.
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Ownership and Maintenance of Data. All records, data files (and the data contained therein), input materials, reports and other materials provided to Fairchild by Samsung and derivative data computed or processed therefrom (collectively the "Data") pursuant to this Agreement after the Effective Date will be the exclusive property of Samsung, and Fairchild shall not possess any interest, title, lien or right in connection therewith. Fairchild shall safeguard the Data to the same extent it protects its own similar materials, but in no case in an unreasonable manner. Data shall not be used by Fairchild for any purpose other than in support of Fairxxxxx'x xxxigations hereunder. Neither the Data nor any part thereof shall be disclosed, sold, assigned leased or otherwise disposed of to third parties by Fairchild or commercially exploited by or on behalf of Fairchild, its employees or agents. If a Party determines that it is required to disclose any information pursuant to applicable law or receives any demand under lawful process to disclose or provide information of the other Party that is subject to the confidentiality provisions hereof, such Party shall notify the other Party prior to disclosing and providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Party that receives such request may thereafter disclose or provide information to the extent required by such law or by lawful process. Upon termination of this Agreement, Fairchild shall provide Samsung reasonable access to retained Data for a period not to exceed three (3) months following said 13 14 termination whereupon, upon Samsung's request, such Data will be transferred to Samsung at Samsung's cost, except in the event of termination by Samsung under Section 12.1(b) by reason of Fairxxxxx'x xxxerial breach, in which case such transfer will be made at Fairxxxxx'x xxxt.
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Ownership and Maintenance of Data. All records, data files (and the data contained therein), input materials, reports and other materials provided to SESS by Fairchild and derivative data computed or processed therefrom (collectively the "Data") pursuant to this Agreement after the Effective Date will be the exclusive property of Fairchild, and SESS shall not possess any interest, title, lien or right in connection therewith. SESS shall safeguard the Data to the same extent it protects its own similar materials, but in no case in an unreasonable manner. Data shall not be used by SESS for any purpose other than in support of SESS's obligations hereunder. Neither the Data nor any part thereof shall be disclosed, sold, assigned, leased or otherwise disposed of to third parties by SESS or commercially 9 10 exploited by or on behalf of SESS, its employees or agents. If a Party determines that it is required to disclose any information pursuant to applicable law or receives any demand under lawful process to disclose or provide information of the other Party that is subject to the confidentiality provisions hereof, such Party shall notify the other Party prior to disclosing and providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Party that receives such request may thereafter disclose or provide information to the extent required by such law or by lawful process. Upon termination of this Agreement, SESS shall provide Fairchild reasonable access to retained Data for a period not to exceed three (3) months following said termination whereupon, upon Fairxxxxx'x xxxuest, such Data will be transferred to Fairchild at Fairxxxxx'x xxxt, except in the event of termination by Fairchild under Section 11.2(b) by reason of SESS's material breach, in which case, such transfer will be made at SESS's cost.
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Ownership and Maintenance of Data. All records, data files (and the data contained therein), input materials, reports and other materials received, computed, developed, processed or stored for Fairchild by Samsung (collectively the "Data") pursuant to this Agreement after the Closing Date will be the exclusive property of Fairchild, and Samsung shall not possess any interest, title, lien or right in connection therewith, provided, however, that Samsung shall have the right to keep a copy of any data file that contains information related to the Business and information related to other businesses of Samsung or information related to both the Business and other businesses of Samsung. Samsung shall safeguard the Data to the same extent it protects its own similar materials, but in no case in an unreasonable manner. Data shall not be utilized by Samsung for any purpose other than in support of Samsung's obligations hereunder. Neither the Data nor any part thereof shall be disclosed, sold, assigned, leased or otherwise disposed of to third parties by Samsung or commercially exploited by or on behalf of Samsung, its employees or agents. If a Party either
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Ownership and Maintenance of Data. All records, data files (and the data contained therein), input materials, reports and other materials provided to Samsung by Fairchild and derivative data computed or processed therefrom (collectively the "Data") pursuant to this Agreement after the Effective Date will be the exclusive property of Fairchild, and Samsung shall not possess any interest, title, lien or right in connection therewith.
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Related to Ownership and Maintenance of Data

  • Ownership and Protection of Proprietary Information (i) As used herein, the term “

  • OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION 4.1 All information, ideas, concepts, improvements, discoveries, works of authorship, and inventions, whether patentable or copyrightable or not, which are conceived, reduced to practice, authored, made, developed or acquired by Employee, individually or in conjunction with others, in the scope of Employee's employment by Employer or any of its affiliates, and/or during the term of Employee’s employment (whether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to the business, products or services of Employer or its affiliates (including, without limitation, all such information relating to any corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all documents, things, writings and items of any type or in any media embodying any of the foregoing (collectively, “Developments”), and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks, shall be the sole and exclusive property of Employer or its affiliates, as the case may be. Employee hereby assigns to Employer any and all rights Employee might otherwise have in and to any such Developments, and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.

  • OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS 6.1 All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee's employment by Employer (whether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to Employer's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) shall be disclosed to Employer and are and shall be the sole and exclusive property of Employer. Moreover, all drawings, memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of Employer.

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

  • Ownership and Liens The Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Company Creation and Use of Confidential Information The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its product offerings in the field of financial services. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

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