Ownership Rights and Confidentiality Sample Clauses

Ownership Rights and Confidentiality. Seller acknowledges that all documents and information supplied by or on behalf of Essex for use hereunder and relating to Essex, its operations or any of its products, data, parts, equipment, tools designs, drawings, property, and other items, including the Essex Items, furnished or disclosed to Seller in connection with this Purchase Order (collectively, “Proprietary Information”) are strictly confidential and constitute the property of Essex. Seller further acknowledges that the use of disclosure of such Proprietary Information, other than in the course and scope of Seller’s performance under this Purchase Order, will be contrary to the best interests of Essex and will harm and damage Essex and its business. Accordingly, Xxxxxx agrees not to use, take or retain for itself, or to disclose to others, any such Proprietary Information, either during the term of its performance hereunder or after, except as required for Seller’s performance or as expressly consented to by Xxxxx. Upon demand from Essex, Seller shall immediately return to Essex all physical materials containing Proprietary Information, whether the materials were originally provided by Essex or copied or otherwise prepared by Seller or any Seller employee, and erase or otherwise destroy any Proprietary Information kept by Seller or any Seller employee in electronic or other non-physical form. Absent prior, written consent by Essex, Seller shall not, in any manner advertise or release for publication any statement mentioning Essex or the fact that Seller has furnished or contracted to furnish goods or services to Essex.
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Ownership Rights and Confidentiality. All tangible and intangible Work Products (including deliverables) are the exclusive property of Center. The Center shall secure all permissions, consents or licenses required from contractors, sub-contractors and any other third party holding a right, title or interest in the Work Products. The Center shall grant to the Participant a perpetual, non-commercial, non- exclusive, royalty-free, irrevocable right in regards to the Participant’s use of the Work Products, for its own purpose, produce, reproduce, or distribute the Work Products with proper acknowledgement given to the author(s) and the copyright owner(s). The Participant shall not have the right to change the content of any Work Products and any translation of them shall require the written approval of the owner(s) of the copyright. MED reports and materials are prepared for use by the MED Participants, their respective staff and their constituent decision-making bodies. MED reports and materials are considered proprietary and confidential for exclusive use by MED Participants. The MED Governance process provides an opportunity for Participants to request alternative arrangements on an exception basis. Requests for publications by authors of MED reports will be reviewed on a case-by-case basis by the Governance Group.
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Ownership Rights and Confidentiality 
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Related to Ownership Rights and Confidentiality

  • Proprietary Rights and Confidentiality Except as specifically authorized by this Agreement or as otherwise approved by UCB, information and materials shared with you by UCB or developed hereunder in connection with the Services (“Work Product”) shall be considered to be the confidential and proprietary property of UCB and will be used only in connection with the Services. You shall not use, disclose, or duplicate any confidential and proprietary information except as necessary to provide the Services. Your confidentiality obligations under this Section shall not apply to any information which is or becomes, through no fault of yours, part of the public knowledge. If required to disclose any UCB confidential information by any law, regulation, judicial or administrative process, you agree that (a) prior to making any such disclosure, you will provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) you shall disclose such confidential information only to the extent required in order to comply with the applicable law, regulation or action. The Work Product and all original works of authorship resulting or derived from your performance of the Services, will be and will remain the sole and exclusive property of UCB, and you hereby assign to UCB in perpetuity all right, title and interest that you may have therein, including, without limitation, all copyrights or similar property rights recognized by any country or jurisdiction.

  • Ownership and Confidentiality 3.1 Ownership. UP42 own all right, title, and interests in and to the PRODUCT, and all rights not expressly granted herein are reserved by UP42. If the PRODUCT or any portion are modified, merged, incorporated, or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the rights and obligations of this LICENCE, and UP42 and/or its licensors and suppliers retain ownership of all such PRODUCT and all such portions. Licensee is prohibited from distributing the PRODUCT in any manner except as expressly permitted by this LICENCE. LICENSEE acknowledges and agrees that the foregoing license does not confer on Licensee any right, title or interest in any of UP42’s patents, licenses, trade secrets, trademarks or copyrighted material.

  • Access and Confidentiality (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

  • Records and Confidentiality All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Adviser or supplied to the Adviser by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this agreement, all such records in the possession of the Adviser shall be promptly turned over to the Trust free from any claim or retention of rights. All such records shall be deemed to be confidential in nature and the Adviser shall not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Adviser or the Trust, present or future, any information, reports or other material obtained pursuant to this Agreement which any such body may request or require pursuant to applicable laws or regulations.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • Ownership and Confidentiality of Records The Transfer Agent agrees that all records prepared or maintained by it relating to the services to be performed by it under the terms of this Agreement are the property of the Company and may be inspected by the Company or any person retained by the Company at reasonable times. The Company and Transfer Agent agree to protect the confidentiality of those records.

  • Information and Confidentiality 18.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other. 18.2 Each party agrees to treat all Confidential Information belonging to the other as confidential and not to disclose such Confidential Information or any other confidential information relating to the GLA arising or coming to its attention during the currency of this Agreement to any third party without the prior written consent of the other party and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Agreement. 18.3 The obligations of confidence referred to in this Condition 18 shall not apply to any Confidential Information which: 18.3.1 is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information; 18.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; 18.3.3 is lawfully in the possession of the other party before the date of this Agreement and in respect of which that party is not under an existing obligation of confidentiality; or 18.3.4 is independently developed without access to the Confidential Information of the other party. 18.4 Each party will be permitted to disclose Confidential Information to the extent that it is required to do so: 18.4.1 to enable the disclosing party to perform its obligations under this Agreement; or 18.4.2 by any applicable Law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Grant Recipient acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the GLA may nevertheless be obliged to disclose such Confidential Information; or 18.4.3 by any Regulatory Body (including any investment exchange and the Regulator) acting in the course of proceedings before it or acting in the course of its duties; or 18.4.4 in order to give proper instructions to any professional adviser of that party who also has an obligation to keep any such Confidential Information confidential. 18.5 Each party shall ensure that all Confidential Information obtained by it under or in connection with this Agreement: 18.5.1 is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; 18.5.2 is treated as confidential and not disclosed (without the other party's prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; 18.5.3 where it is considered necessary in the opinion of the other party, the relevant party shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 18.6 Nothing in this Condition 18 shall prevent the either party from: (a) the examination and certification of its accounts; or (b) any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the GLA has used its resources; or

  • Loyalty and Confidentiality (a) During the term of this Agreement Executive: (i) shall devote all his time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Company and the Bank or any of their subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation and (ii) shall not engage in any business or activity contrary to the business affairs or interests of the Company and the Bank. (b) Nothing contained in this Agreement shall prevent or limit Executive’s right to invest in the capital stock or other securities of any business dissimilar from that of the Company and the Bank, or, solely as a passive, minority investor, in any business. (c) Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Company and the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Company and the Bank to which he may be exposed during the course of his employment. The Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor shall he employ such information in any way other than for the benefit of the Company and the Bank.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights. 9.2 The price of our goods, our intellectual property rights, any information deemed confidential by us, and the commercial terms of the Contract are commercially sensitive and confidential and you must keep them secret for a period of five years from the end of the Contract. You may disclose this information where required to by law, court order, regulation or act of any governmental authority provided (to the extent permissible by law) you notify us in advance and agree the scope of disclosure with it. 9.3 You shall indemnify and hold us harmless from any claims based on infringement of any intellectual property rights caused by our compliance with your specifications.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

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