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.)
Ownership and Protection of Confidential Information. (a) Employee acknowledges that 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. Employee may use Proprietary Information to perform the Duties, but in doing so will only allow dissemination of 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.
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. 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. 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. (a) Each party agrees that it has no interest in or right to use the Confidential Information of the other except in accordance with the terms of this Agreement. The party receiving Confidential Information shall (i) maintain it in strict confidence and take all reasonable steps to prevent its disclosure to third parties, except to the extent necessary to carry out the purposes of this Agreement, in which case these confidentiality restrictions shall be imposed upon the third parties to whom the disclosures are made; (ii) use at least the same degree of care as it uses in maintaining the secrecy of its own Confidential Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Confidential Information.
Ownership and Protection of Confidential Information. (a) Confidential Information (as defined below) 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 District 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 such other party’s employees or agents.
Ownership and Protection of Confidential Information. 12. 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. 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.
Ownership and Protection of Confidential Information
