Ownership and Protection of Proprietary Information. (a) As used herein, “Proprietary Information” means information related jointly or severally to the Company, the Subsidiary, or any Other Affiliates that (i) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of reasonable efforts by the Company, the Subsidiary, or any Other Affiliates to maintain its secrecy, including, without limitation, (1) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (2) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (3) otherwise treating such information as confidential. Assuming these two criteria are met, Proprietary Information includes, without limitation, technical and nontechnical data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of the Company, the Subsidiary, or any Other Affiliates. Proprietary Information includes information that has been disclosed to the Company, the Subsidiary, or any Other Affiliates, by a third party pursuant to which the receiving party is obligated to treat as confidential, and information which is proprietary to any Other Affiliates.
(b) Executive acknowledges that all Proprietary Information and all physical embodiments thereof are confidential to and are and will remain the sole and exclusive property of the Company and/or the Subsidiary. Executive must: (i) immediately disclose to the Company all Proprietary Information developed in whole or in part by Executive during the Term of his employment with the Company, (ii) assign to the Company and/or the Subsidiary any right, title or interest Executive may have in such Proprietary Information as may be requested by the Company, and (iii) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company and/or the Subsidiary in such Proprietary Information including, without limitation, providing to the Com...
Ownership and Protection of Proprietary Information. (i) As used herein, the term “Confidential Information” shall mean data, information or business practices relating to the business of the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through his employment relationship with the Company and which is not generally known to the public, the industry or its competitors. Notwithstanding the foregoing, the term Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by the Executive in breach of his obligations hereunder) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.
Ownership and Protection of Proprietary Information. (a) As used herein, "Proprietary Information" means information related to the Subsidiary or the Company that (i) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the Subsidiary or the Company that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (1) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (2) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (3) otherwise treating such information as confidential. Assuming these two criteria are met, Proprietary Information includes, without limitation, technical and nontechnical data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of the Subsidiary and the Company. Proprietary Information includes information that has been disclosed to the Subsidiary or the Company by a third party, which the Subsidiary or the Company is obligated to treat as confidential, and information which is proprietary to an affiliate of the Subsidiary or the Company.
Ownership and Protection of Proprietary Information. The Executive acknowledges that he remains subject to the Intellectual Property Agreement which is attached to this Agreement as Exhibit D (the “Intellectual Property Agreement”).
Ownership and Protection of Proprietary Information. (a) All Confidential Information, Trade Secrets, Works and copyrights therein, Other Intellectual Property Rights and all physical embodiments thereof received or developed by Employee during the course of employment by Employer are and will remain the sole and exclusive property of Employer and Employee hereby assigns to employer all rights that he has or may acquire in all such Confidential Information, Trade Secrets, Works and copyrights therein and Other Intellectual Property Rights of Employer. For the purposes of Sections 10 and 11, "Works" means copyrightable works of authorship related to the Business, including without limitation, any technical descriptions for products, user's guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials.
Ownership and Protection of Proprietary Information. (a) As used herein, “Proprietary Information” means information related to the Subsidiary or the Company that (i) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the Subsidiary or the Company that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (1) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (2) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (3) otherwise treating such information as confidential. Assuming these two criteria are met, Proprietary Information includes, without limitation, technical and nontechnical data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of the Subsidiary and the Company. Proprietary Information includes information that has been disclosed to the Subsidiary or the Company by a third party, which the Subsidiary or the Company is obligated to treat as confidential, and information which is proprietary to an affiliate of the Subsidiary or the Company.
(b) Executive acknowledges that all Proprietary Information and all physical embodiments thereof are confidential to and are and will remain the sole and exclusive property of the Subsidiary. Executive must: (i) immediately disclose to the Subsidiary all Proprietary Information developed in whole or in part by Executive during the Term of his employment with the Subsidiary, (ii) assign to the Subsidiary any right, title or interest Executive may have in such Proprietary Information, and (iii) at the request and expense of the Subsidiary, do all things and sign all documents or instruments reasonably necessary in the opinion of the Subsidiary to eliminate any ambiguity as to the ownership by and rights of the Subsidiary in such Proprietary Information including, without limitation, providing to the Subsidiary Executive’s full cooperation in any litigation or other proceeding to establish or protect such rights.
(c) Except to the extent n...
Ownership and Protection of Proprietary Information. 10.1 All title, ownership and Intellectual Property rights in and to the Licensed Software and any modifications, improvements, enhancements or derivative works of the Licensed Software (including any that Client makes) will vest and remain with ARTI-ANALYTICS and/or its Licensors. This Agreement does not grant Client any intellectual property rights in the Software or any other ARTI-ANALYTICS technology.
10.2 The Parties agree to safeguard each other’s Proprietary Information and will maintain this in strictest confidence. Each Party will disclose the Proprietary Information of the other Party only to its employees on a need-to-know basis. The Parties will maintain adequate internal procedures to protect the Proprietary Information. In consideration of ARTI-ANALYTICS’s disclosure to Client of the Licensed Software and the Confidential Information for the purpose of the Objective, the Parties undertake that they will each respect and preserve the confidentiality of the Confidential Information for a period of 10 years after the date of disclosure. Each Party will not without the prior written consent of the other Party do any of the following:
I. Communicate or otherwise make the Confidential Information available to any third party; or
II. Use the Confidential Information itself for any commercial, industrial, or other purpose other than the Objective; or
III. Copy, adapt, or otherwise reproduce the Confidential Information except as strictly necessary for the purposes of the Objective.
Ownership and Protection of Proprietary Information. (a) All Proprietary Information and all physical embodiments thereof are confidential to and are and will remain the sole and exclusive property of the Company. The Employee must: (1) immediately disclose to SED all Proprietary Information developed in whole or in part by the Employee during the term of her employment with SED, (2) assign to SED any right, title or interest the Employee may have in such Proprietary Information, and (3) at the request and expense of SED, do all things and sign all documents or instruments reasonably necessary in the opinion of SED to eliminate any ambiguity as to the ownership by and rights of SED in such Proprietary Information including, without limitation, providing to SED the Employee's full cooperation in any litigation or other proceeding to establish or protect such rights.
(b) Except to the extent necessary to perform the services to be provided hereunder, the Employee will not reproduce, use, distribute, disclose or otherwise disseminate the Proprietary Information or any physical embodiments thereof and will in no event take any action causing, or fail to take the action necessary in order to prevent, any Proprietary Information disclosed to or developed by the Employee to lose its character or cease to qualify as Proprietary Information. Each reproduction of any of the Proprietary Information must prominently contain a legend identifying its confidential or proprietary nature.
(c) The Employee represents and warrants that any information disclosed by the Employee to SED is not confidential or proprietary to the Employee or to any third party. Accordingly, no obligation of any kind is assumed by or to be implied against the Company by virtue of any information received, in whatever form or whenever received, from the Employee relating to the subject matter hereof, and SED will be free to reproduce, use and disclose to others such information without limitation.
(d) Upon request by SED, and in any event upon termination of the employment of the Employee with the SED for any reason, as a prior condition to receiving any final compensation, including bonuses, hereunder, the Employee will promptly deliver to SED all property belonging to SED, including, without limitation, all Proprietary Information and all embodiments thereof then in her custody, control or possession.
(e) The covenants of confidentiality set forth herein will apply on and after the date hereof to any Proprietary Information disclosed by the Company...
Ownership and Protection of Proprietary Information. All Proprietary Information which I conceive or develop, either alone or with others, during the term of my employment, and all notes, memoranda, reports, drawings, blueprints, manuals, materials, data and other records relating thereto which shall come into my possession during the term of my employment, shall be the exclusive property of the Company. I will preserve in confidence and will not disclose or use, either during or after the term of my employment, any Proprietary Information known to me as a result of my employment except as required in my work for the Company or as authorized in writing by the Company. Upon termination of my employment or upon request, I will deliver to the Company all Proprietary Information and materials related thereto in my possession.
Ownership and Protection of Proprietary Information. The Executive acknowledges that she remains subject to the Intellectual Property Agreement which is attached to this Agreement as Exhibit D (the “Intellectual Property Agreement”); provided, however, the provisions of the Intellectual Property Agreement shall apply only to the extent not prohibited to apply to the Executive by the rules of professional conduct of any State Bar or other Bar association of which she is a member.
