Common use of Ownership of LICENSED DATA Clause in Contracts

Ownership of LICENSED DATA. PROVIDER shall always remain the exclusive owner of the LICENSED DATA, and its MLS service licenser, Fidelity, is the exclusive owner of the MLS software, together referred to as the CONFIDENTIAL INFORMATION. LICENSEE acknowledges that the LICENSED DATA constitutes intellectual property and is a valuable commodity of PROVIDER and is proprietary to PROVIDER. All proprietary rights in CONFIDENTIAL INFORMATION shall remain with PROVIDER or Fidelity, as their respective rights arise. PROVIDER represents and LICENSEE acknowledges that PROVIDER has all exclusive intellectual property rights in the LICENSED DATA including all compilations of such data in the MLS data base maintained within the LICENSED DATA, all of which is and always shall be the exclusive property of PROVIDER. LICENSEE acknowledges that the CONFIDENTIAL INFORMATION constitutes valuable trade secrets proprietary to PROVIDER and Fidelity. LICENSEE shall not disclose or use the CONFIDENTIAL INFORMATION except as specifically provided in this Agreement without the express written consent of PROVIDER or Fidelity. LICENSEE agrees to use reasonable efforts (no less vigorous than it would take with respect to its own confidential and proprietary information), to safeguard the LICENSED DATA and CONFIDENTIAL INFORMATION from unauthorized use by third parties. LICENSEE will not provide access to nor disclose any of the LICENSED DATA or CONFIDENTIAL INFORMATION to any third party except as set forth on the TERM SHEET.

Ownership of LICENSED DATA. PROVIDER is and shall always remain the exclusive owner of the LICENSED DATA, DATA and its MLS service licenser, Fidelity, is the exclusive owner of the MLS software, together referred to as the CONFIDENTIAL INFORMATION. LICENSEE acknowledges that the LICENSED DATA constitutes and CONFIDENTIAL INFORMATION constitute intellectual property and is a valuable commodity of PROVIDER and is proprietary to PROVIDER. All proprietary rights in such LICENSED DATA and CONFIDENTIAL INFORMATION shall remain with PROVIDER or Fidelity, as their respective rights arisePROVIDER. PROVIDER represents and LICENSEE acknowledges that PROVIDER has all exclusive intellectual property rights in the LICENSED DATA and CONFIDENTIAL INFORMATION including all compilations of such data in the MLS data base maintained within the LICENSED DATA, all of which is and always shall be the exclusive property of PROVIDER. LICENSEE acknowledges PROVIDER’s claim that the LICENSED DATA and CONFIDENTIAL INFORMATION constitutes valuable trade secrets proprietary to PROVIDER and FidelityPROVIDER. LICENSEE shall not disclose or use the LICENSED DATA and CONFIDENTIAL INFORMATION except as specifically provided in this Agreement without the express written consent of PROVIDER or FidelityPROVIDER. LICENSEE agrees to use reasonable efforts (no less vigorous than it would take with respect to its own confidential and proprietary information), to safeguard the LICENSED DATA and CONFIDENTIAL INFORMATION from unauthorized use by third parties. LICENSEE will not provide access to nor disclose any of the LICENSED DATA or CONFIDENTIAL INFORMATION to any third party except as set forth on the TERM SHEET. Notwithstanding the foregoing, LICENSEE is permitted to provide access to or disclose any of the LICENSED DATA to AUTHORIZED USERS of the SERVICE without written permission from PROVIDER.