Proprietary Information and Rights Sample Clauses

Proprietary Information and Rights. (a) Subject to 15(d) and Article 14, Intellectual Property, the Parties shall only share Proprietary Information under a particular Purchase Order pursuant to an existing Proprietary Information Agreement (PIA) [Ref: Insert PIA#]; (b) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Article 15d, all specifications, information, data, drawings, software and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis; (c) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Article 15d, all specifications, information, data, drawings, software and other items which are: (i) supplied to Seller by Buyer; or, (ii) paid for by Buyer during the performance of this Subcontract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Buyer’s express written consent. Seller agrees not to use any such furnished information except to perform this Subcontract; and, (d) Applicable U.S. Government Procurement Regulations incorporated into this Subcontract shall take precedence over any conflicting provision of this Article 15 to the extent that such Regulations so require. The incorporation by reference of such U.S. Government Regulations dealing with Seller’s rights in Technical Data, subject inventions, copyrights, software and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or modify any greater rights which Seller may have previously granted to Buyer pursuant to prior agreements between the parties.

Proprietary Information and Rights. PROPRIETARY INFORMATION AGREEMENTS 18.1. Proprietary Information shall be any and all business and technical data and other information which may or may not be identified or labeled as Proprietary or Confidential, whether written, oral, or otherwise furnished by one Party (Disclosing Party) to the other Party (Receiving Party). It shall include, but not be limited to all data, reports, interpretations, forecasts, and records which the Receiving Party or its respective agents or employees shall have been furnished or have had access to preceding or subsequent to the Parties’ discussions. Proprietary Information shall also include resultant information from plant tours, demonstrations, audio/visual presentations, or verbal disclosures that the Disclosing Party indicates in writing to the Receiving Party no later than thirty (30) business days after conveyance that such information is Proprietary Information. Provided, however, that Proprietary Information shall not apply to: (i) information that at the time of disclosure had been previously published and available to the public; (ii) information which is published after disclosure and available to the public, unless such publication is a breach of this Subcontract; (iii) information which, prior to disclosure hereunder was already in the possession of the Receiving Party, as evidenced by records kept in the ordinary course of business or by proof of actual prior possession; and (iv) information, which subsequent to disclosure hereunder, is obtained from a third person who (insofar as is known) is not in violation of any contractual, legal, or fiduciary obligation with respect to such information. Proprietary Information is not to be deemed to be in the public domain merely because any part of the Proprietary Information is embodied in a general disclosure or because individual features, components, or combinations thereof are now or become known to the public. 18.2. Subject to Article 17 and Section 18.4, the Parties shall only share Proprietary Information under this Subcontract pursuant to an existing Proprietary Information Agreement (PIA) as incorporated into the Subcontract. If the period of performance or protection of the PIA is less than the period of performance of this Subcontract, the period of performance and protection of the PIA shall be automatically extended to cover the exchange of information under this Subcontract. 18.3. Unless otherwise agreed to in a subsequent writing or expressly set f...

Proprietary Information and Rights. 8.1 Each Party acknowledges that the other Party possesses, and will continue to possess, information that has been created, discovered or developed by such other Party and/or in which property rights have been assigned or otherwise conveyed to such other Party, which information and/or property rights have commercial value and are not in the public domain. The Confidential Information of each Party will be and remain the sole property of such Party and its assigns. Each Party shall use the same degree of care that it normally uses to protect its own Confidential Information to prevent the disclosure to third parties of Confidential Information of the other Party. Neither Party shall make any use of the Confidential Information of the other Party except as necessary to perform or receive Transitional Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, the restrictions set forth in this Section 8.1 shall not apply to any information that a Party can demonstrate: (i) was, at the time of disclosure to it, in the public domain through no fault of such Party; (ii) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (iii) was independently developed by the receiving Party. Upon termination or expiration of all Transitional Services, each Party will promptly return to the other Party any of the other Party’s Confidential Information as well as proprietary software and/or equipment used to provide Transitional Services that is in the other Party’s possession or control. This Section 8 shall survive any expiration or termination of this Agreement. 8.2 Each Party shall establish and maintain administrative, physical and technical safeguards, data security procedures and other protections against the destruction, loss, unauthorized access or alteration of the other Party’s Confidential Information in the possession of the Party which are no less rigorous than those otherwise maintained by either Party. Either Party shall have the right to establish backup security for its Confidential Information and to keep backup copies of any Confidential Information in any reasonable location at its own expense if it so desires. Each Party shall remove any Confidential Information of the other Party from any media taken out of service and shall destroy or securely erase such media in accordance with the then-current policies of the other Party. No media owned or controlled by a Pa...

Proprietary Information and Rights. Each party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain. The proprietary information of each party will be and remain the sole property of such party and its assigns. Each party shall use the same degree of care that it normally uses to protect its own proprietary information to prevent the disclosure to third parties of information that is proprietary to the other party. Neither party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement. Notwithstanding the foregoing, this Article shall not apply to any information that a party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such party; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving party.

Proprietary Information and Rights. Each Party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain (the “Proprietary Information”). The Proprietary Information of each Party will be and remain the sole property of such Party and its assigns. Each Party shall use the same degree of care that it normally uses to protect its own Proprietary Information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party from the other Party. Neither Party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement. Notwithstanding the foregoing, this Article V shall not apply to any information that a Party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Party; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Party.

Proprietary Information and Rights. (a) Seller shall sign a mutually acceptable non-disclosure agreement with Buyer at any time upon Xxxxx’s request. (b) Seller shall not, during the performance of, or before or after completion of, the work outlined in this Purchase Order, divulge to anyone other than Buyer’s personnel having a need to know nor, except in the execution of this Purchase Order, make any use of any information or knowledge relating to: (i) this Purchase Order; (ii) Buyer’s business or that of its affiliates or suppliers, which shall have been obtained before, during or after the term of this Purchase Order, and which is not generally known; (iii) any plans, drawings, specifications, technical, financial information or other information or data, patterns and tools supplied by Buyer and any information derived there from and methods and processes conceived or developed or first actually reduced to practice before, during or after the term of this Purchase Order; or (iv) any Proprietary Data or any other intellectual property right resulting from this Purchase Order. The existence of any such copyright, trademark, patent or any other intellectual property right shall be promptly and fully disclosed to Buyer and shall remain confidential and the property of Buyer and shall be returned to Buyer upon its request. Seller agrees to use at least the same degree of care in maintaining confidentiality of such information or knowledge as it would normally use to protect its own proprietary or confidential information. (c) Any modification, improvement, addition or other made by Seller to Proprietary Data as agreed to or requested by Xxxxx shall be considered as Proprietary Data and title thereto shall vest in Buyer. (d) Xxxxx shall have title to any portion of the work prepared and developed by Xxxxxx, either alone or jointly with Xxxxx, which Xxxxx has paid for under this Purchase Order.

Proprietary Information and Rights a) All Specifications, information, data, drawings, software, and other items supplied to Buyer shall be disclosed to Buyer without and restrictive rights on a non-proprietary basis. b) All Specifications, information, data, drawings, software, and other items which are: i. supplied to Seller by Buyer; or ii. paid for by Xxxxx during the performance of this Contract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Xxxxx’s express written consent. Seller agrees not to use any such information or property furnished by Xxxxx except to perform this Contract.

Proprietary Information and Rights. (a) Schedule 2.16(a) contains a complete and accurate list of all: (i) software products currently licensed or sold by Seller or any of its Affiliates exclusively through the Division (the "Software Products"); (ii) patented or registered Division Proprietary Rights and pending patent applications and other applications for registration of Division Proprietary Rights owned or filed by or on behalf of Seller or any of its Affiliates; and (iii) trade names, corporate names and material unregistered trademarks, service marks and copyrights included among the Division Proprietary Rights. (b) As of the Closing, Seller or an Affiliate of Seller will own all right, title and interest in and to, or have a valid and enforceable license to use, the Division Proprietary Rights, free and clear of all Encumbrances. (c) Except as indicated on Schedule 2.16(c): (i) to Seller's Knowledge, all of the Division Proprietary Rights are valid and enforceable, (ii) there have been no claims made against, or notices received by, Seller or any of its Affiliates which are currently outstanding alleging or asserting (1) the invalidity, misuse or unenforceability of any Division Proprietary Rights or, with respect to the Business, that Seller or any of its Affiliates violated, infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any third party (including any demand or request that Seller or any of its Affiliates cease using any Division Proprietary Rights or license any Proprietary Rights from any third party) or (2) that the sale or licensing of any Software Products violated, infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any third party (including any demand or request that Seller or any of its Affiliates cease selling or licensing any such Software Product); (iii) the conduct of the Business has not violated the Proprietary Rights of any third party in any material respect and the continued conduct of the Business as currently conducted will not infringe, misappropriate or otherwise violate the Proprietary Rights of any third party; (iv) Seller has not received any notices of, and is not aware of any facts which indicate a likelihood of, any material infringement, misappropriation or other violation by any third party with respect to the Division Proprietary Rights; (v) neither Seller nor any of its Affiliates is in breach or default of any license or other grant of rights with respect to the Division Proprietary Ri...

Proprietary Information and Rights. Each party acknowledges that it possesses and will continue to possess information that belongs to the other, which information has commercial value and is not in the public domain. The proprietary information of each party will be and remain the sole property of such party and its assigns. Each party shall use the same degree of care which it normally uses to protect its own proprietary information to prevent the disclosure to third parties of the other party's proprietary information. Neither party shall make any use of the proprietary information of the other, except as contemplated or required by the terms of this Agreement or any other written agreement between the parties. Notwithstanding the foregoing, this Section 3.2 shall not apply to any information that a party can demonstrate (a) was, at the time of disclosure to it, in the public domain through no fault of such party, (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it, or (c) was independently developed by the receiving party.

Proprietary Information and Rights. (a) Subject to 16(d) and Article 15, Intellectual Property, the Parties shall only share Proprietary Information under a this Agreement pursuant to an existing Proprietary Information Agreement; (PIA) as incorporated into the Agreement. (b) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Agreement and subject to Article 16d, all specifications, information, data, drawings, software and other items supplied to BUYER shall be disclosed to BUYER without any restrictive rights on a non- proprietary basis; (c) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Agreement and subject to Article 16d, all specifications, information, data, drawings, software and other items which are: (ii) paid for by BUYER and/or BUYER’S customer during the performance of this Agreement shall be treated as proprietary to BUYER and shall not be disclosed to any third party without BUYER’S express written consent. XXXXXX agrees not to use any such furnished information except to perform this Agreement; and,"