Ownership Confidentiality. During the term of its contractual relationship with Client, Marketing Agency will become familiar with the POPEYES® System’s trade secrets and confidential methods of doing business. Accordingly, during the term of this Agreement and for one (1) year after this Agreement's termination, neither Marketing Agency nor any of its subsidiaries will accept any assignments or enter into contracts to perform services for (i) businesses, products or services which are competitive with the POPEYES® System’s products or services (each a “Competitive Representation”). Should Marketing Agency accept or undertake any Competitive Representation, Client may immediately terminate this Agreement. Execution of this Agreement by Marketing Agency constitutes a representation by Marketing Agency of its good faith belief that no such Competitive Representation presently exists and its good faith commitment to avoid any such Competitive Representations in the future. Marketing Agency will notify Client immediately, in writing, if any of Marketing Agency’s current Client expands its business to include products or services which are competitive with the POPEYES® System’s products or services.
Ownership Confidentiality. Swimlane or its licensors own all intellectual property and proprietary rights in the Software, Documentation, and related works, including but not limited to derivative work of the foregoing. No rights are granted to User other than as expressly described in this Agreement.
Ownership Confidentiality. 15.1.1 Any specifications, drawings, technical information or other data furnished by Boeing to Owner shall remain Boeing’s property, shall be kept confidential by Owner, and shall be returned to Boeing at Boeing’s request.
15.1.2 Any specifications, drawings, technical information or other data furnished by Owner to Boeing (including, but not limited to, any Intellectual Property, Patents or other technical information provided to Owner by Motorola under an Intellectual Property Rights Agreement) shall remain Owner’s property, shall be kept confidential by Boeing, and shall be returned to Owner at Owner’s request.
Ownership Confidentiality. (a) All Confidential Information, Trade Secrets, or Works of Authorship are the sole and exclusive property of Employer or its Affiliates. Employer will have the entire right and title and interest in and to any materials provided or prepared by Employee and/or its agents under this Agreement, any statement of work related to it and/or in the performance of the Services (the “Materials”), and Employee will receive no license or other rights from Employer with respect to such Materials. The Materials will be deemed to be “works made for hire” under United States copyright law (17 U.S.C. sections 101, et seq.) and made in the course of employment. To the extent the Materials may not, by operation of law, vest in Employer, or if any of the Materials is determined not to be a “work made for hire,” Employee hereby assigns to Employer in perpetuity all right, title and interest in and to the Materials, including all copyrights in the Materials (and all renewals and extensions thereof). Without limitation, Employer may exploit the Materials in any and all media, now known or hereafter devised, throughout the world, in perpetuity. Employer’s rights in the Materials may be freely assigned and licensed and any such assignment or license will be binding upon Employee and will inure to the benefit of such assignee or licensee. Employee waives any moral rights it may have in the Materials, including without limitation any right to integrity, association, credit or identification. Employee acknowledges that subsequent to the date of this Agreement, it may not claim to possess any right, title or interest in and to the Materials and will take no actions jeopardizing the existence or enforceability of the Materials or Employer’s rights therein. Employee agrees to assist Employer in every legal way to evidence, record and perfect this assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. If Employer is unable for any reason whatsoever to secure Employee’s signature to any document to which it is entitled under this assignment, Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents to act as Employee’s agents and attorneys-in-fact, with full power of substitution to act for and on its behalf and instead of Employee, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing wit...
Ownership Confidentiality. Both Parties shall retain title and ownership of their respective intellectual property rights (including patents, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, rights in computer software, database rights, rights to use, know-how, trade secrets, and all other intellectual property rights, including any enhancements, improvements or other modifications thereto. Partner is granted a non-exclusive, non-transferable, temporary license to use, copy, print and publish the then current version of the Company Solution Partner Logo along with Partner’s Company related software products and services, including related marketing material and its websites and other business communication, during the term of this Agreement. The use is limited to appropriate, professional material and business communication only. The logo may not be modified or changed and must be used only in accordance with any written instructions provided by Company from time to time. Partner shall not (and shall not authorize any third party to): 1) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Company’s products, documentation and/or Company Cloud Services; 2) circumvent any functionality or user limits or other license timing or use restrictions built into Company’s products; 3) sell, rent, lend, transfer, distribute, sub-license, or grant any rights to Company’s products and services (licensing and reseller rights to be agreed with other contracts); or 4) remove any proprietary notices, labels, or marks from Company’s products or services. Each party agrees to take the necessary precautions to maintain the confidentiality of Confidential Information pertaining to or disclosed in connection with this Agreement by using at least the same degree of care as such party employs with respect to its own Confidential Information of a like-kind or nature, but in no case less than reasonable care to maintain confidentiality. Each party shall only use such Confidential Information in connection with its performance of this Agreement. All Confidential
Ownership Confidentiality. 12.1 You acknowledge and agree that you have no rights in any of the software, systems, forms, instructions, documentation, Service Schedules, User Guides, procedures and similar materials, or any modifications thereto, that we or our Third Party Service Vendors make available to you related to the Service ("Service Materials") except as necessary for your use of the Service. The Service and Service Materials constitute our proprietary and confidential information or that of our Third Party Service Vendors. You do not acquire any rights in the Service by your use of the Service. You will not disclose information about the Service or the Service Materials to any third party except as reasonably necessary for your use of the Service or to comply with applicable law. The content and information on a Service Web Site are copyrighted by us or by our Third Party Service Vendors and the unauthorized reproduction or distribution of any portion thereof is strictly prohibited.
12.2 We will maintain and safeguard the confidentiality of your Customer Data and other confidential information about you that we obtain in the course of performing the Service, and will only use and share such information, in accordance with (i) our privacy policies and procedures respecting confidential customer information and (ii) applicable law. Our privacy policies and procedures are described in our brochure, "Important Information about Privacy," which you may request from us at any time or view on our web site at xxxx://xxx.xxxxxxxxxxxxx.xxx.
Ownership Confidentiality. You acknowledge and agree that all Content is the proprietary and confidential information of Licensor and its licensors, and that Licensor and its licensors own all copyrights, trademarks, patents, trade secrets and other proprietary rights in and to the Content. Nothing in this Agreement shall be construed to grant you any ownership interests or rights in or to the Content. You hereby agree that you will not challenge Licensor’s and its licensors’ proprietary rights in and ownership of the Content. You agree to keep the Content
Ownership Confidentiality. 7.1 Licensors and their licensors are the sole and exclusive owners of, and have the sole and exclusive title in and to, the Eurex Software and the Documentation, all Proprietary Rights relating to the Eurex Software and the Documentation, and any causes of action arising out of or related to any infringement or misappropriation of any of the foregoing. However, Licensors agree to (i) assert and prosecute such claims at their own expense, or (ii) to assign them to Licensee or CBOT when reasonably necessary to protect the rights of Licensee or CBOT hereunder, in which case Licensee or CBOT may prosecute such claims, but at their own expense.
7.2 The receiving party of any Confidential Information (as defined below) agrees to use reasonable efforts to protect such Confidential Information from unauthorized use or disclosure (intentional, inadvertent or otherwise) and in any event shall take such steps to protect the proprietary interest therein of the disclosing party as it takes to protect the confidentiality and ownership of its own information and materials of a Non-exclusive Software License Agreement - Final Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions.
Ownership Confidentiality. Xxxxxx shall at all times remain the sole owner of any equipment, hardware, software, or other technology or proprietary information (collectively, “Xxxxxx Property”) provided to Customer during the Services. Customer shall acquire no ownership rights whatsoever in any Xxxxxx Property, nor any intellectual property related thereto (regardless of the creator thereof), by virtue of paying rent or other charges hereunder, or exercising any of Xxxxxx’x responsibilities under the International Convention for Safe Containers. This Agreement is for the lease or license, as applicable, of Xxxxxx Property only, and any limited licenses provided for hereunder are not a sale, conditional or otherwise. Without limiting the foregoing, (a) Customer shall not pledge, mortgage or otherwise encumber the Xxxxxx Property, or permit to exist upon the Xxxxxx Property any lien, charge, or other right or interest; and (b) this Agreement is made subordinate to any and all chattel, mortgage, pledge, security contract, conditional sales contract, lease or like contract applicable to the Xxxxxx Property to which Xxxxxx is bound. Customer shall not (i) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of any Xxxxxx Property; (ii) modify, port, translate, localize or create derivative works of any Xxxxxx Property; (iii) provide access to any component of any Xxxxxx Property to any third party without Xxxxxx’x prior written consent; (iv) provide access to any Xxxxxx Property to parties that could reasonably be considered to be direct competitors to Xxxxxx; or (v) directly or indirectly attempt to develop or market a product that is similar to any component of the Xxxxxx Property.
Ownership Confidentiality. 7.1 All Data and Results, whether protected under intellectual property right or not, shall remain wholly and entirely the property of GBO, which may utilize the Results in any way it deems appropriate, subject to and in accordance with applicable privacy laws.
7.2 The PARTNER guarantees that no third party intellectual property rights exist that might interfere with or prevent GBO from using Data and Results as contemplated by the Agreement and that no additional licenses, permissions, consents or payments with regard to third party intellectual property rights (including payments to collecting societies) are necessary in order for GBO to use the Data and Results as contemplated by the Agreement. The PARTNER shall fully indemnify and hold harmless GBO and/or its Affiliates (incl. their representatives, employees and/or agents) from and against any and all actions, demands, costs, charges, losses, claims and expenses suffered or incurred by GBO and/or its Affiliates (incl. their representatives, employees and/or agents) arising from any infringement or alleged infringement of any third party intellectual property rights.
7.3 All Background of the other Party and any other information concerning the Study supplied by one of the Parties to the other Party and not previously published (the "Confidential Information") are considered confidential and shall remain the sole property of the disclosing party. Both during and after the term of this Agreement, each Party will use diligent efforts to maintain in confidence and use only for the purposes contemplated in this Agreement information which is identified in the preceding sentence as confidential or which a reasonable person would conclude is the confidential and proprietary property of the disclosing party and which is disclosed by the disclosing party to the receiving party. The preceding obligation shall not apply to any information (a) which has been published through no fault of the receiving party, (b) which the disclosing party agrees in writing, may be used or disclosed, (c) which is published in accordance with article 7.3, or (d) that is developed independently at the receiving party by persons who had no direct or indirect access to Confidential Information, as shown by contemporaneous written records.
