Ownership of Materials Confidentiality Sample Clauses

Ownership of Materials Confidentiality. A. DOCUMENTS DATA; LICENSING OF INTELLECTUAL PROPERTY All plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, prepared by or on behalf of Consultant under this Agreement ("Documents and Data"), shall become the property of County upon the completion of the term of this Agreement, except that Consultant shall have the right to retain copies of all such Documents and Data for its records. Should Consultant, either during or following termination of this Agreement, desire to use any Documents and Data, it shall first obtain the written approval of County. This Agreement creates a non-exclusive and perpetual license for County to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in the Documents and Data which are prepared or caused to be prepared by Consultant under this Agreement ("Intellectual Property"). Consultant shall require all subcontractors to agree in writing that County is granted a non-exclusive and perpetual license for any Intellectual Property the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Intellectual Property prepared or caused to be prepared by Consultant under this Agreement. County shall not be limited in any way in its use of the Intellectual Property at any time, provided that any such use not within the purposes intended by this Agreement shall be at County's sole risk. Further, County shall indemnify and hold Consultant harmless from any claim, damage, suit, cost, or action arising out of or related to the reuse of Consultant’sdocuments or data on any other projects, extensions or additions to this Project or for any other purpose than for which the documents or data were or originally intended.
Sample 1
AutoNDA by SimpleDocs
Ownership of Materials Confidentiality. All estimates, projections, studies, reports, charts, recommendations, surveys, plans, drawings, agreements and other data, information, documents and work in any way relating to Crest Net's Properties prepared and done by RI pursuant hereto or otherwise in the possession of RI shall be and remain the property of Crest Net. Throughout the term of this Agreement, RI shall promptly furnish Crest Net with accurate, current and complete copies of all such data and materials with respect to the Properties. Immediately following any termination of this Agreement, RI shall turn over to Crest Net originals, and where no originals are available, copies of all such data and materials in RI's possession, and Crest Net shall have the right to use the same without further compensation to RI. RI agrees, for itself and all persons retained or employed by RI in performing its services hereunder, to hold in strict confidence and not to use or disclose to others any confidential or proprietary information of Crest Net heretofore or hereafter disclosed to RI or to any such persons (all information obtained or provided relating to Crest Net or the Properties's financial condition or otherwise designated as such by Crest Net conclusively being deemed confidential, including, but not limited to, any data, information, plans, programs, processes, test results, costs, operations or identities of tenants which may come within the knowledge of RI in the performance of, or as a result of, its services), except where: (a) Crest Net specifically authorizes the disclosure of any information to others or such disclosure reasonably results from the performance of RI's duties hereunder; or (b) such written data or information previously and lawfully shall have been made publicly available by parties other than RI.
Sample 1
Ownership of Materials Confidentiality. ‌‌‌ 7.1. The Ownership The parties hereto agree that the Authority shall be the owner of all of drawings, specifications, plans, documents, writings, works, ideas, discoveries, inventions, improvements and other work product (including any of the above in electronic form, and in the native software used for its development) prepared in the course of performance of the Services by the Consultant or any of its Subconsultants (collectively referred to as the “Materials”), and that all Materials will be provided to the Authority without additional charge. The Authority shall be free to make internal use of such Materials as it sees fit. In addition, Consultant agrees to execute and deliver (and to cause its Subconsultants to execute and deliver) to the Authority any and all applications, assignments, instruments or other documents which the Authority shall deem necessary to (a) apply for and obtain letters patent or copyrights of the United States or any foreign country or to otherwise protect the Authority’s interest in any such Materials; or (b) vest in the Authority title to such Materials. Such obligations shall continue beyond the termination of this Agreement with respect to Materials authored, conceived or made, in whole or in part, by Consultant or its Subconsultants during the Term of this Agreement, and such obligations shall be binding upon Consultant’s heirs, successors, assigns, executors, administrators and other legal representatives. 7.2. Confidentiality‌ 7.2.1. All discussions between the Authority and the Consultant and all information provided to the Consultant or any of its Subconsultants by the Authority, as well as all project-specific information developed and project-specific work product produced by the Consultant or any of its Subconsultants (including, without limitation, all project-specific Materials), that are not otherwise a matter of public record shall be deemed to be confidential. All such confidential information shall be protected as such by the Consultant and its Subconsultants and shall not be revealed to other persons, whether directly or indirectly, and shall not be used by the Consultant and its Subconsultants for any purpose other than the performance of the Services without the prior express written consent of the Authority, unless otherwise mandated by an order of court. Notwithstanding the foregoing, the confidentiality provisions of this Agreement shall not apply to any of the following (a) information that becomes...
Sample 1
Ownership of Materials Confidentiality. All estimates, projections, studies, reports, charts, recommendations, surveys, plans, drawings, agreements and other data, information, documents and work in any way relating to the Properties prepared and done by Manager pursuant hereto or otherwise in the possession of Manager shall be and remain the property of Owner. Throughout the term of this Agreement, Manager shall promptly furnish Owner with accurate, current and complete copies of all such data and materials with respect to the Properties. Immediately following any termination of this Agreement, Manager shall turn over to Owner originals, and where no originals are available, copies of all such data and materials in Manager's possession, and Owner shall have the right to use the same without further compensation to Manager. Manager agrees, for itself and all Persons retained or employed by Manager in performing its services hereunder, to hold in strict confidence and not to use or disclose to others any confidential or proprietary information of Owner heretofore or hereafter disclosed to Manager or to any such Persons (all information obtained or provided relating to Owner or the Properties's financial condition or otherwise designated as such by Owner conclusively being deemed confidential, including, but not limited to, any data, information, plans, programs, processes, test results, costs, operations or identities of tenants which may come within the knowledge of Manager or any such Persons in the performance of, or as a result of, its services), except where: (a) Owner specifically authorizes the disclosure of any information to others or such disclosure reasonably results from the performance of Manager's duties hereunder; or (b) such written data or information previously and lawfully shall have been made publicly available by parties other than Manager.
Sample 1
Ownership of Materials Confidentiality 
Sample 1Sample 2Sample 3See All (9)

Related to Ownership of Materials Confidentiality

  • Ownership of Materials and Confidentiality a. CONSULTANT shall furnish, at his/her own expense, all labor, materials, equipment, supplies and other items necessary to complete the services to be provided pursuant to this Contract unless otherwise specifically stated in the Contract. CONSULTANT’s services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and currently accepted principles and practices of his/her profession. b. All materials and data, including but not limited to, data on magnetic media and any materials and data required to be made or kept pursuant to federal, state or local laws, rules or regulations, prepared or collected by CONSULTANT pursuant to this AGREEMENT, shall be the sole property of the DISTRICT, except that CONSULTANT shall have the right to retain copies of all such documents and data for its records. DISTRICT shall not be limited in any way in its use of such materials and data at any time, provided that any such use not within the purposes intended by this AGREEMENT shall be at DISTRICT’s sole risk and provided that CONSULTANT shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this AGREEMENT. c. All such materials and data shall be provided to the DISTRICT, or such other agency or entity as directed by DISTRICT or required by law, rule or regulation, immediately upon completion of the term of this AGREEMENT as directed by DISTRICT. Should DISTRICT wish to obtain possession of any such materials or data during the term of this AGREEMENT, it shall make its request in writing. Such information shall be provided to the DISTRICT within forty-eight (48) hours of its request.

  • Ownership of Confidential Information All Confidential Information shall be and shall remain the property of the party which supplied it to the other party.

  • Access; Confidentiality (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

  • Ownership of Materials All reports, documents or other materials developed or received by Consultant or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Ownership of Material Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Profinium and/or its Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

  • Data Confidentiality All data, regardless of form, including originals, images and reproductions, prepared by, obtained by or transmitted to the Professional in connection with this Agreement is confidential, proprietary information owned by NBU. Except as specifically provided in this Agreement, the Professional shall not intentionally disclose data generated in the performance of the Services to any third party without the prior, written consent of NBU.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!