Common use of PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY Clause in Contracts

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. This Agreement is not a works for hire agreement. Each Party retains all intellectual property rights it has or creates prior to (or independent of) the performance of this Agreement, and it creates in the performance of this Agreement. Buyer agrees that it shall not reverse engineer, disassemble or otherwise attempt to discover any mask work, materials, formulae, composition, recipes, internals or manufacturing processes embodied in Products, except to the extent enforcement of the foregoing is prohibited by applicable law. Unless expressly stated in the Agreement, nothing in the Agreement shall be deemed to grant a Party any rights (whether express, or by way of implication, estoppel or otherwise) under any intellectual property right of the other Party. Buyer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent that it is based on a claim that any Product made to Buyer specifications infringes intellectual property rights of a third party. Notwithstanding any charges to Buyer for engineering Services or tooling, all engineering (including designs, know-how, and other intellectual property resulting from engineering Services) and tooling shall remain the exclusive property of Seller. All non-public information and materials supplied by Seller to Buyer relating to the Products (including but not limited to information marked with a confidentiality legend or identified by Seller as confidential) are confidential and proprietary and constitute Confidential Information of Seller, and Buyer shall limit distribution thereof to its trusted employees, strictly prevent disclosure to any third party, and take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. This Agreement is not a works for hire agreement. Each Party retains all intellectual property rights it has or creates prior to (or independent of) the performance of this Agreement, and it creates in the performance of this Agreement. Buyer Xxxxx agrees that it shall not reverse engineer, disassemble or otherwise attempt to discover any mask work, materials, formulae, composition, recipes, internals or manufacturing processes embodied in Products, except to the extent enforcement of the foregoing is prohibited by applicable law. Unless expressly stated in the Agreement, nothing in the Agreement shall be deemed to grant a Party any rights (whether express, or by way of implication, estoppel or otherwise) under any intellectual property right of the other Party. Buyer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent that it is based on a claim that any Product made to Buyer specifications infringes intellectual property rights of a third party. Notwithstanding any charges to Buyer for engineering Services or tooling, all engineering (including designs, know-how, and other intellectual property resulting from engineering Services) and tooling shall remain the exclusive property of Seller. All non-public information and materials supplied by Seller to Buyer relating to the Products (including but not limited to information marked with a confidentiality legend or identified by Seller as confidential) are confidential and proprietary and constitute Confidential Information of Seller, and Buyer shall limit distribution thereof to its trusted employees, strictly prevent disclosure to any third party, and take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. This Buyer shall at all times have title to all drawings, specifications and other documents furnished by Xxxxx hereunder (“Xxxxx’s IP). Seller shall hold them in confidence in accordance with the provisions of any applicable Mutual Nondisclosure Agreement is not a works for hire agreement. Each Party retains all intellectual property rights it has or creates prior to (or independent of) executed between the performance of this Agreement, two parties and it creates in use the performance of this Agreement. Buyer agrees that it shall not reverse engineer, disassemble or otherwise attempt to discover any mask work, materials, formulae, composition, recipes, internals or manufacturing processes embodied in Products, except same only to the extent enforcement necessary for execution of this purchase order. Any materials or documents that have been furnished by one party to the other in connection with the purchase order shall be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) days after the written request of the foregoing is prohibited by applicable lawdisclosing party. Unless expressly stated Except for Buyer’s IP, the intellectual property and Confidential Information embodied in the Agreement, nothing Products is the exclusive property of Seller and its affiliates and Buyer shall not attempt to duplicate it in any way without the Agreement shall be deemed to grant a Party any rights (whether express, or by way written permission of implication, estoppel or otherwise) under any intellectual property right of the other PartySeller. Buyer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent that it is based on a claim that any Product made to Buyer specifications infringes infringed intellectual property rights of a third another party. Notwithstanding any charges to Buyer for engineering Services or tooling, all engineering (including designs, know-how, and other intellectual property resulting from engineering Services) and tooling shall remain the exclusive property of Seller. All non-public confidential information and materials supplied by Seller to Buyer relating to the Products (including but not limited to information marked with a confidentiality legend or identified by Seller as confidential) are confidential and proprietary and constitute Confidential Information of SellerInformation, and Buyer shall limit distribution thereof to its trusted employees, strictly prevent disclosure to any third party, party and take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information...

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. This Buyer shall at all times have title to all drawings, specifications and other documents furnished by Buyer hereunder (“Buyer’s IP). Seller shall hold them in confidence in accordance with the provisions of any applicable Mutual Nondisclosure Agreement is not a works for hire agreement. Each Party retains all intellectual property rights it has or creates prior to (or independent of) executed between the performance of this Agreement, two parties and it creates in use the performance of this Agreement. Buyer agrees that it shall not reverse engineer, disassemble or otherwise attempt to discover any mask work, materials, formulae, composition, recipes, internals or manufacturing processes embodied in Products, except same only to the extent enforcement necessary for execution of this purchase order. Any materials or documents that have been furnished by one party to the other in connection with the purchase order shall be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) days after the written request of the foregoing is prohibited by applicable lawdisclosing party. Unless expressly stated Except for Buyer’s IP, the intellectual property and Confidential Information embodied in the Agreement, nothing Products is the exclusive property of Seller and its affiliates and Buyer shall not attempt to duplicate it in any way without the Agreement shall be deemed to grant a Party any rights (whether express, or by way written permission of implication, estoppel or otherwise) under any intellectual property right of the other PartySeller. Buyer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent that it is based on a claim that any Product made to Buyer specifications infringes infringed intellectual property rights of a third another party. Notwithstanding any charges to Buyer for engineering Services or tooling, all engineering (including designs, know-how, and other intellectual property resulting from engineering Services) and tooling shall remain the exclusive property of Seller. All non-public confidential information and materials supplied by Seller to Buyer relating to the Products (including but not limited to information marked with a confidentiality legend or identified by Seller as confidential) are confidential and proprietary and constitute Confidential Information of SellerInformation, and Buyer shall limit distribution thereof to its trusted employees, strictly prevent disclosure to any third party, party and take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information...