Procedures for Trade Secret Protection. The Company has never disclosed source code for any of the Software to a third party other than the persons identified in Company Disclosure Schedule 3.14(d), each of which has executed an appropriate nondisclosure agreement in favor of the Company. The Company discloses its source code to employees only on a need-to-know basis in connection with the performance of their duties to the Company. Except as described in Company Disclosure Schedule 3.14(d), each current employee of the Company and each former employee of the Company has executed and delivered to the Company an employment or other agreement containing provisions for the protection of trade secrets and confidential information of the Company and the absolute
Procedures for Trade Secret Protection. Neither the Company nor -------------------------------------- any Shareholder has ever disclosed source code for any of the Software to a third party other than the persons identified in Company Disclosure Schedule --------------------------- 5.14(c), each of which has executed a nondisclosure agreement in favor of the ------- Company. The Company discloses its source code to employees only on a need-to- know basis in connection with the performance of their duties to the Company. Except as described in Company Disclosure Schedule 5.14, each current employee -------------------------------- of the Company and each former employee of the Company whose employment has terminated since January 1, 1996 has executed and delivered to the Company an Employment Agreement in the form attached to Company Disclosure Schedule 5.14 -------------------------------- containing provisions for the protection of trade secrets and confidential information of the Company and the absolute ownership by the Company of all work resulting from the performance of services by such employee. The source code and system documentation comprising the Software have at all times been maintained by the Company in confidence and the Company has not taken (nor has it failed to take) any action which would be reasonably likely to result in such source code and system documentation not being protectable as a trade secret under applicable Laws.
Procedures for Trade Secret Protection. Seller has never disclosed source code for any of the Software to a third party other than the persons disclosed in Schedule 4(i)(iii), each of which has executed a nondisclosure agreement in favor of Seller. Seller discloses its source code to employees only on a need-to-know basis in connection with the performance of their duties to Seller. All personnel, including employees, agents, consultants, and contractors, who have contributed to or participated in the conception and development of the Software on behalf of Seller either (A) have been party to a "work-for-hire" arrangement or agreement with Seller, in accordance with applicable Laws, that has accorded Seller full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (B) have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to Seller full, effective, and exclusive ownership of all tangible and intangible property thereby arising. The source code and system documentation comprising the Software have at all times been maintained by Seller in confidence, and Seller has not taken (nor has it failed to take) any action which would be reasonably likely to result in such source code and system documentation not being protectable as a trade secret under applicable Laws.
Procedures for Trade Secret Protection. Neither Parent nor Seller has ever disclosed source code for any of the Software to a third party other than the persons disclosed in Schedule 4(i)(iii), each of which has executed a nondisclosure agreement in favor of Seller. Seller discloses its source code to employees only on a need-to-know basis in connection with the performance of their duties to Seller. All personnel, including employees, agents, consultants, and contractors, who have contributed to or participated in the conception and development of the Documentation or Software Programs on behalf of Seller either (1) have been party to a "work-for-hire" arrangement or agreement with Seller, in accordance with applicable federal and state law, that has accorded Seller full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (2) have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to Seller full, effective, and exclusive ownership of all tangible and intangible property thereby arising. The source code and system documentation comprising the Software have at all times been maintained by Seller in confidence, and Seller has not taken (nor has it failed to take) any action which would be reasonably likely to result in such source code and system documentation not being protectable as a trade secret under applicable Laws.
Procedures for Trade Secret Protection. The Company has never -------------------------------------- disclosed its source code to a third party other than the consultants identified in Schedule 3.7(c), each of which has executed a nondisclosure agreement in favor of the Company, and discloses its source code to employees only on a need- to-know basis in connection with the performance of their duties to the Company. Except as described in Schedule 3.7(c), each current employee of the Company and each former employee of the Company employed after January 1, 1994 has executed and delivered to the Company a Non-Disclosure & Assignment Agreement substantially in the form attached to Schedule 3.7(c). The source code and system documentation comprising the Software have at all times been maintained by the Company in confidence, and the Company has not taken (nor has it failed to take) any action which would result in such source code and system documentation not being protectable as a trade secret under applicable law.
Procedures for Trade Secret Protection. The Transferor has -------------------------------------- never disclosed source code for any of the Software to a third party other than the persons identified in Transferor Disclosure Schedule 5.13(c). The Transferor -------------------------------------- discloses its source code to employees only on a need-to-know basis in connection with the performance of their duties to the Transferor. The source code and system documentation comprising the Software have at all times been maintained by the Transferor in confidence and the Transferor has not taken (nor has it failed to take) any action which would be reasonably likely to result in such source code and system documentation not being protectable as a trade secret under applicable Laws.
Procedures for Trade Secret Protection. To the Knowledge of the -------------------------------------- Company, Direct Access has never disclosed source code for any of the Company's Software to a third party other than the persons identified in Company ------- Disclosure Schedule 7.9(c). Direct Access discloses its source code to employees -------------------------- only on a need-to-know basis in connection with the performance of their duties to Direct Access. The source code and system documentation comprising the Company Software have at all times been maintained by Direct Access in confidence and Direct Access has not taken (nor has it failed to take) any action which would be reasonably likely to result in such source code and system documentation not being protectable as a trade secret under applicable Laws.
Procedures for Trade Secret Protection. Seller has promulgated and used its best efforts to enforce the trade secret protection program set forth in Schedule 4.9.c. Insofar as Seller knows, there has been no material violation of such program by any person or entity. The source code and system documentation relating to the Software Programs (1) have at all times been maintained in confidence and (2) have been disclosed by Seller only to employees and consultants having "a need to know" the contents thereof in connection with the performance of their duties to Seller.
Procedures for Trade Secret Protection. Ingenico and IVI have used their best efforts to adhere to and enforce the trade secret protection programs respectively disclosed by each Party to the other. Neither Ingenico nor IVI have reason to believe that there, has been a material violation of such program by any person; (o)
Procedures for Trade Secret Protection. The source code relating to the StarTool Program and Technical Documentation (1) have at all times been maintained in confidence by Seller, and
