Common use of Proprietary Information and Rights Clause in Contracts

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.

Appears in 2 contracts

Samples: Transitional Services Agreement (Diversified Restaurant Holdings, Inc.), Transitional Services Agreement (Bagger Dave's Burger Tavern, Inc.)

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Proprietary Information and Rights. Each party acknowledges Provider and Client each acknowledge that the other possesses, possesses and will continue to possess, 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 Party will be and remain the sole property of such party Party and its assigns. Each party shall Party will use the same degree of care that which it normally uses to protect its own proprietary information to prevent the disclosure disclosing to third parties the information of information another that is has been identified as proprietary to the other partyby written notice. Neither party shall No Party will disclose or make any use of the information of the other another which has been identified as proprietary except as contemplated or required by the terms of this Agreement. Notwithstanding the foregoing, this Article shall not won’t apply to any information that which a party Party can demonstrate: (a) demonstrate was, at the time of disclosure to it, in the public domain through no fault of such partyParty; (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 partyParty.

Appears in 1 contract

Samples: Services Agreement (Ferrellgas Finance Corp)

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

Appears in 1 contract

Samples: Transition Services Agreement (Pca Valdosta Corp)

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