Common use of Ownership and Return of Confidential Information and Other Materials Clause in Contracts

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, whether created by such Discloser or Recipient, are the property of Discloser and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are the property of such Discloser. Within five (5) days after any request by Discloser, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (x) all such Discloser-furnished materials and (y) all materials in Recipient’s possession or control (even if not Discloser-furnished) that contain or disclose any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this Section.

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser or Recipient, are remain the property of Discloser and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists, and listsall other tangible media of expression) furnished to Recipient by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are shall remain the property of such Discloser. Within At Discloser’s request and no later than five (5) days after any request by Disclosersuch request, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (x) all such Discloser-furnished materials and (ya) all materials furnished to Recipient by Discloser, (b) all tangible media of expression in Recipient’s possession or control (even if not Discloser-furnished) that contain which incorporate or disclose in which are fixed any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (c) written certification of Recipient’s compliance with Recipient’s obligations under this Sectionsentence.

Ownership and Return of Confidential Information and Other Materials. All Confidential Information of each of the parties, as Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser or the other party, as Recipient, are shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists and listsall other tangible media of expression) furnished by Discloser each of the parties, as Discloser, to Recipient (whether or not they contain or disclose the other party, as Recipient, and which are designated in writing to be the property of such Discloser’s Confidential Information) are , shall remain the property of such Discloser. Within At such Discloser’s request and no later than five (5) days after any request by Disclosersuch request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (xi) all such materials furnished to such Recipient by such Discloser-furnished materials and , (yii) all materials tangible media of expression in such Recipient’s possession or control (even if not Discloser-furnished) to the extent that contain or disclose such tangible media incorporate any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (iii) written certification of such Recipient’s compliance with such Recipient’s obligations under this Sectionsentence.

Ownership and Return of Confidential Information and Other Materials. All Confidential Information of each of the parties, as Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser or the other party, as Recipient, are shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists and listsall other tangible media of expression) furnished by Discloser each of the parties, as Discloser, to Recipient (whether or not they contain or disclose the other party, as Recipient, and which are designated in writing to be the property of such Discloser’s Confidential Information) are , shall remain the property of such Discloser. Within At such Discloser’s request and no later than five (5) days after any request by Disclosersuch request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (x) all such Discloser-furnished materials and (ya) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control (even if not Discloser-furnished) to the extent that contain or disclose such tangible media incorporate any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this Sectionsentence.

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, whether created by such Discloser Company or Recipient, are shall be the property of Discloser Company and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied herebyhe- reby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted materialma- terial, any translation, abridgment, revision or other form in which an existing work may be recast, transformed trans- formed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material which that may be protectable or protected under copyright, patent and/or trade secret laws. Recipient he- reby does and will assign to Company all of Recipient’s rights, title in interest and interest in and to any De- rivatives developed by Recipient during the term of this Agreement. All materials (including, without limitationlimi- tation, documents, drawings, papers, diskettes, tapes, models, apparatus, tooling, jigs, custom manufacturing apparatus, parts, components, digital information, translations, inventories, sketches, designs and lists) furnished by Discloser that Company furnishes to Recipient and or develops with Recipient’ assistance (whether or not they contain or disclose Discloser’s Confidential Information) are the property of such DiscloserCompany. Within five (5) days after any request by DiscloserCompa- ny, Recipient shall destroy or deliver to DiscloserCompany, at DiscloserCompany’s option, (xa) all such DiscloserCompany-furnished materials and (yb) all materials in Recipient’s possession or control (even if not DiscloserCompany-furnished) that contain or disclose any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser Company a written certification of Recipient’s compliance with Recipient’s obligations under this Section.

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, whether created by such Discloser or Recipient, are the property of Discloser and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are the property of such Discloser. Within five (5) days after any request by Discloser, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (xa) all such Discloser-furnished materials and (yb) all materials in Recipient’s possession or control (even if not Discloser-furnished) that contain or disclose any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this Section. Independent Development. Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to such Discloser’s Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that Recipient will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by such Discloser’s Confidential Information.

Ownership and Return of Confidential Information and Other Materials. All Confidential Information of each of the parties, as Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser or the other party, as Recipient, are shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “"Derivatives” " shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists and listsall other tangible media of expression) furnished by Discloser each of the parties, as Discloser, to Recipient (whether or not they contain or disclose the other party, as Recipient, and which are designated in writing to be the property of such Discloser’s Confidential Information) are , shall remain the property of such Discloser. Within At such Discloser’s request and no later than five (5) days after any request by Disclosersuch request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (x) all such Discloser-furnished materials and (ya) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control (even if not Discloser-furnished) to the extent that contain or disclose such tangible media incorporate any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this Sectionsentence.

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser Alliance or Recipient, are remain the property of Discloser Alliance and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Alliance all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists, and listsall other tangible media of expression) furnished by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are by Alliance shall remain the property of such DiscloserAlliance. Within At Alliance’s request and no later than five (5) days after any request by Disclosersuch request, Recipient shall destroy or deliver to DiscloserAlliance, at DiscloserAlliance’s option, (x) all such Discloser-furnished materials and (ya) all materials furnished to Recipient by Alliance, (b) all tangible media of expression in Recipient’s possession or control (even if not Discloser-furnished) that contain which incorporate or disclose in which are fixed any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (c) written certification of Recipient’s compliance with Recipient’s obligations under this Sectionsentence.

Ownership and Return of Confidential Information and Other Materials. All Confidential Information of each of the Parties, as Discloser’s Confidential Information, and any Derivatives (defined below) thereof, thereof whether created by such Discloser or the other Party, as Recipient, are shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ia) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (iib) for patentable or patented material, any improvement thereon; and (iiic) for material that which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs designs, lists and listsall other tangible media of expression) furnished by Discloser each of the Parties, as Discloser, to Recipient (whether or not they contain or disclose the other Party, as Recipient, and which are designated in writing to be the property of such Discloser’s Confidential Information) are , shall remain the property of such Discloser. Within At such Discloser’s request and no later than five (5) days after any request by Disclosersuch request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (x) all such Discloser-furnished materials and (ya) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control (even if not Discloser-furnished) to the extent that contain or disclose such tangible media incorporate any of such Discloser’s Confidential Information, except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this Sectionsentence. Independent Development. Each of the Parties, as Discloser, understands that the other Party, as Recipient, may currently or in the future be developing information internally, or receiving information from other parties that may be similar to such Discloser’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that such Recipient will not develop products or services, or have products or services developed for such Recipient, that, without violation of this Agreement, compete with the products or systems contemplated by such Discloser’s Confidential Information. In the event a Party, as Recipient, discovers that Discloser has provided it with information with is similar to Recipient’s Confidential Information, Recipient shall immediately notify Discloser of the similarity of such information and Recipient shall immediately return to Disclosure such Confidential Information.