Ownership and Protection of Confidential Information Sample Clauses
The 'Ownership and Protection of Confidential Information' clause establishes that any confidential information shared between parties remains the property of the disclosing party and outlines the obligations of the receiving party to safeguard this information. Typically, this clause requires the recipient to use reasonable measures to prevent unauthorized access, use, or disclosure of confidential materials, and may specify exceptions such as information already in the public domain. Its core function is to protect sensitive business information, ensuring that proprietary data is not misused or disclosed, thereby reducing the risk of competitive harm or loss of valuable intellectual property.
Ownership and Protection of Confidential Information. 4.1 All proprietary information, designs, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee's employment by the Company that relate to the Company's business, products or services shall be disclosed to the Company by Employee and are and shall be the sole and exclusive property of the Company or its assignee. (For purposes of this Section 4, "Company" shall include the Company or its assignee, including but not limited to any purchaser of assets.)
4.2 Employee acknowledges that the business of the Company and its affiliates is highly competitive and that their strategies, methods, books, records, and documents, their technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning their customers and business affiliates, all comprise confidential business information and trade secrets ("Confidential Information") that are valuable, special, and unique assets which the Company or its affiliates use in their business to obtain a competitive advantage over their competitors. Employee further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its affiliates in maintaining their competitive position. Employee hereby agrees that Employee will not, at any time during or after Employee's termination of employment with the Company, make any unauthorized disclosure of any Confidential Information, or make any use thereof, except in the carrying out of Employee's employment responsibilities hereunder. The affiliates of the Company shall be third party beneficiaries of Employee's obligations under this Section. As a result of Employee's employment by the Company, Employee may also from time to time have access to, or knowledge of, confidential business information or trade secrets of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Employee also agrees to preserve and protect the confidentiality of such third party confidential business information and trade secrets. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Section 4 by Employee, and the Company shall be e...
Ownership and Protection of Confidential Information. Confidential Information shall remain the property of the Disclosing Party. The Receiving Party shall use commercially reasonable efforts to protect the confidentiality of all Confidential Information, using at least the same standard of care as it uses to protect its own Confidential Information, but in any event, a reasonable standard of care. Neither party shall at any time, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Each party shall allow the disclosure of such information within its own organization only on a need-to-know basis and only to individuals who have agreed to maintain the confidentiality of such Confidential Information. If the recipient reproduces any part of such information for permitted use within its own organization, the recipient shall indicate the Disclosing Party's proprietary interest in all such reproductions. Notwithstanding the foregoing, the parties further agree that the Receiving Party may disclose Confidential Information to its or its Affiliates’ employees, contractors, directors, officers, representatives, or advisors to whom such disclosure is necessary for the purposes authorized herein. The Disclosing party shall remain responsible for any breaches of this Section 16.2 by any of such employees, contractors, directors, officers, representatives, or advisors. The obligation to keep Confidential Information confidential shall survive termination or expiration of this Agreement, however caused, for a period of five (5) years. A party may disclose Confidential Information if required by a governmental agency, by operations of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the party required to make the disclosure gives the other party reasonable prior written notice sufficient to permit that other party an opportunity to contest such disclosure. Notwithstanding the foregoing, Agent consents to TSI disclosing Agent information to the CRTC for regulatory purposes. Since a breach of this Section 16.2 of the Agreement by either party may cause irreparable harm to the other party for which monetary damages may be inadequate, in addition to other available remedies, the non-breaching party may seek injunctive relief for any apprehended or actual violation hereof in addition to any other remedies availabl...
Ownership and Protection of Confidential Information. (a) Employee acknowledges that in the performance of his duties on behalf of IBS, and in the performance of his Duties hereunder on behalf of the Company, whether before, on or after the Effective Date, Employee has had and may from time to time have access to, and has been or may from time to time be provided with, “Proprietary Information” (as hereinafter defined). Employee agrees that he will not, directly or indirectly, disclose, publish, disseminate or use any Proprietary Information, except as authorized herein, and represents that he has not, directly or indirectly, disclosed, published, disseminated or used any Proprietary Information, except in each case as authorized herein or under the IBS Agreement, as applicable. Employee may use Proprietary Information to perform the Duties, but in doing so will only allow dissemination o( Proprietary Information to a third party on a strict need-to-know basis (provided such third parties are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If disclosure of any Proprietary Information is required by law, a court or agency of the government, then Employee may make such disclosure after providing the Company with reasonable notice (to the extent legally permissible) so that the Company may seek protective relief.
(b) For purposes of this Section 10, the following terms shall have the following meanings:
Ownership and Protection of Confidential Information. All Confidential Information shall be the exclusive property of the appropriate entity in the Employer Group and shall not be removed from Employer's or the Employer Group's places of business, reproduced or otherwise used by Employee without the Board's express prior written consent, which may be granted or withheld in the sole and absolute discretion of the Board; Employee hereby assigns and transfers to Employer any right, title or interest Employee may have in any Confidential Information, which assignment and transfer is hereby accepted by Employer on behalf of the appropriate entity in the Employer Group. Employee shall not, at any time during the period commencing on the date hereof and ending on that date which is ten (10) years after the date of termination of Employee's employment in any capacity with Employer, disclose or use any Confidential Information, except to the extent expressly allowed by this Agreement. Employee agrees not to disclose, divulge or communicate any Confidential Information to any person, firm, corporation or other entity, except (a) to persons who are employed or engaged by Employer or an entity in the Employer Group and need to know, (b) as to marketing materials, to existing or potential suppliers and/or customers, (c) as required by law, court order or governmental demand, provided that Employee has given Employer prompt written notice that he believes he is required to disclose same so that the appropriate entity in the Employer Group has had reasonable opportunity to seek a protective order or other appropriate remedy, and (d) as to any part of Employee's compensation, to Employee's family or as required for tax, banking, credit, financing, insurance or other purposes involving credit or services being sought or maintained by Employee. The parties hereto stipulate that all Confidential Information has been or will be acquired or developed by an entity in the Employer Group at great expense and substantial effort and is and will be important and material and does and will contribute significantly to the successful conduct of its business and its goodwill.
Ownership and Protection of Confidential Information. 10.1 Except for those limited licenses or rights to use that may be granted under applicable Supplemental Terms and Conditions, neither Party grants any title or license or right to use any Proprietary Information or Intellectual Property (together, Confidential Information), which remains the exclusive property of its owner (i.e., Customer and/or Customer's licensors; Company and/or Company's licensors). Recipient agree to secure properly such Confidential Information and not to use it in any manner, except as provided in these General Terms and Conditions or under applicable Supplemental Terms and Conditions, or make it available to third parties without discloser's prior written consent. Recipient agrees to keep confidential all Confidential Information during the term of the Agreement, and thereafter for a period of five (5) years from the termination of the Agreement or any rights or license granted there under, and agrees to the subsequent return or destruction of all Confidential Information. A Party may disclose the Confidential Information only to its employees and agents on a need-to-know basis, and shall maintain adequate internal procedures, including appropriate binding agreements with employees and agents, to protect the Confidential Information in the same manner as it protects its own confidential proprietary information.
10.2 Nothing in these General Terms and Conditions shall impose an obligation of confidentiality with respect to Confidential Information which is: (a) rightfully in recipient's possession in a substantially complete and tangible form prior to the time it is received from discloser, (b) hereafter furnished to others by discloser without restrictions on disclosure and use, (c) hereafter furnished to recipient by a third party as a matter of right and without restriction on disclosure or use, or
Ownership and Protection of Confidential Information. During the course and scope of providing its services, hereunder, LMU and/or LAUSD may gain knowledge of or have access to Confidential Information of the other party, or otherwise have Confidential Information disclosed to it. The parties each understand that Confidential Information is made available to it only to the extent necessary to perform its duties within the course and scope of this MOU, and the respective parties’ and their respective personnel will use Confidential Information for no other purpose. Each party will disclose Confidential Information only to its personnel with a need to access such data as a necessary part of the performance of this MOU.
Ownership and Protection of Confidential Information. During the course and scope of providing its services, hereunder, LMU and/or District may gain knowledge of or have access to Confidential Information of the other party, or otherwise have Confidential Information disclosed to it. The parties each understand that Confidential Information is made available to it only to the extent necessary to perform its duties within the course and scope of this MOU, and the respective parties’ and their respective personnel will use Confidential Information for no other purpose. Each party will disclose Confidential Information only to its personnel with a need to access such data as a necessary part of the performance of this MOU. Confidential Information of either party and any derivative works thereof or modifications thereto is and will remain the exclusive property of that party or its licensors, as applicable. Neither party shall possess or assert any lien or other right against or to confidential information of the other party. No Confidential Information of either party, or any part thereof including, without limitation, any LAUSD confidential information or LMU confidential information, will be sold, assigned, leased, or otherwise disclosed to third parties by the other party or commercially exploited by or on behalf of either party.
Ownership and Protection of Confidential Information. Confidential Information means any and all information of either party disclosed or otherwise made available to or learned by the parties under this Agreement, which is designated as “confidential” or “proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential, and includes, but is not limited to, school data and all school student records and personnel records of both parties.
Ownership and Protection of Confidential Information. Confidential Information means information of either party disclosed or otherwise made available to or learned by the parties under this Agreement, which is designated as “Confidential” or “Proprietary” or which, under all of the circumstances, thought reasonably to be treated as confidential and includes, but is not limited to, school data, educational records and the personnel records of both parties. School information means all information, in any form, furnished or made available directly or indirectly to LINC by District or otherwise obtained by LINC from District in connection with this Agreement, including all information of an individual school, District or any District affiliates to which LINC has had or will have access, whether in oral, written, graphic, or machine-readable form. By definition, FERPA information supplied by the District is considered confidential. LINC and District will maintain the confidentiality of any and all student data exchanged as part of this Agreement. Confidentiality requirements will survive the termination or expiration of this Agreement. To ensure the continued confidentiality and security of student data, LINC and school security plans will be followed. Confidential Information of either party (and any derivative works thereof or modifications thereto) is and will remain the exclusive property of that party or its licensors, as applicable. Neither party shall possess nor assert any lien or other right against or to Confidential information of the other party. No confidential information of either party, or any part thereof (including, without limitation, any School Information) will be sold, assigned, leased, or otherwise disposed of to third parties by the other party or commercially exploited by or on behalf of LINC, its employees, or agents. LINC personnel, contractors and volunteers may, by nature of the support services it provides District student, have access to systems and devices containing Confidential Information, but have no need to actually access such. LINC therefore agrees to make reasonable efforts to avoid unnecessary exposure by LINC personnel to Confidential Information. LINC further agrees to comply and agree to require LINC personnel to comply with applicable laws relating to the access, use and disclosure of Confidential Information and any School Information embodies therein. The parties will each cooperate fully in resolving any actual or suspected acquisition or misuse of CI. Notwithstand...
Ownership and Protection of Confidential Information. 3.1 QueTel shall at all times retain sole title to and ownership of the TraQ Suite, except that title to and ownership of any portion of the TraQ Suite that is owned by a third party shall remain with the applicable third party, such as Microsoft operating and database systems, Infragistics utilities for creating controls, barcode and signature capture software, bar code printer utilities, etc.
3.2 The TraQ Suite and the associated documentation contain copyrighted and/or proprietary information of QueTel. The Agency may not disclose or otherwise make available the TraQ Suite or the associated documentation to any person other than the Agency’s employees for the purposes necessary for the Agency’s use of the TraQ Suite as authorized herein. The Agency may not remove or alter any copyright notices or any other proprietary legends on the TraQ Suite or the associated documentation. The Agency must take such steps as are reasonably necessary to ensure continued confidentiality and protection of the TraQ Suite and the associated documentation as required hereunder and to prevent unauthorized access thereto or use thereof by any of the Agency’s employees or any other entity. The provisions of this paragraph shall survive any termination of the license granted hereunder except as provided by law with which the Agency complies.