Proprietary Information and Systems Sample Clauses

Proprietary Information and Systems. Tenant acknowledges that, pursuant to the Omnibus Agreement, Services Co makes available to Manager the Proprietary Information and Systems, and that the use by Manager and ownership of such Proprietary Information and Systems shall be governed by the Omnibus Agreement; provided that such use by Manager shall be made in accordance with the Operating Standard, and in any event, in a Non-Discriminatory manner.
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Proprietary Information and Systems. Upon the expiration or termination of this Agreement, Tenant, Landlord, and/or Mortgagee, as applicable shall: (a) not directly or indirectly at any time or in any manner (i) use, copy or retain any Proprietary Information and Systems, provided that and notwithstanding anything to the contrary in this Agreement, this restriction shall not include nor apply to any Resort Guest Data, Employee Data, or Tenant Proprietary Information and Systems conveyed, transferred, or assigned to Landlord pursuant to Section 13.4.4 of this Agreement, or (ii) represent that any of the Manager Operated Areas is Operated as a “Xxxxxx’x” branded hotel and casino or otherwise associated with the Proprietary Information and Systems that is retained by Manager or its Affiliates, successors and assigns upon expiration or termination of this Agreement; (b) not directly or indirectly hold itself or the Resort out to the public as being or remaining (or otherwise associated) with any Other Managed Resorts, or any project or resort managed by Manager or its Affiliates; (c) take such reasonable action within Tenant, Landlord, and/or Mortgagee’s (as applicable) control and at its reasonable expense as may be required to cancel all fictitious or assumed name registrations relating to Tenant’s, Landlord’s, and/or Mortgagee’s, as applicable, use of any Proprietary Information and Systems; (d) take such reasonable action at its reasonable expense as may be necessary to notify the telephone company and all telephone directory publishers known to Tenant, Landlord, and/or Mortgagee, as applicable about the termination or expiration of Tenant, Landlord, and/or Mortgagee’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems (other than Tenant Proprietary Information Systems) and to authorize transfer of such number to Manager or at Manager’s direction; provided, however, that this clause (d) shall not apply to the telephone numbers and regular, classified or other telephone directory listings for the Resort; and (e) remove from the Resort, and discontinue using for any purpose, all FF&E, Operating Supplies, signage and other materials that display any materials licensed pursuant to the System License Agreement or any distinctive features, images, or designs of the “Xxxxxx’x” brand (except that FF&E containing distinctive features, images or designs of the “Xxxxxx’x” brand need not be removed fr...
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Proprietary Information and Systems. Owner agrees that, as of the Commencement Date, Manager, its Affiliates and licensees have the sole and exclusive right, title and ownership to the following items as now in existence and as the same may be modified, supplemented or updated in the future, in each case as and to the extent provided during the Term by Manager, CEOC or any of their respective Affiliates or licensees for use in the operation of the Managed Facilities (collectively, the “Proprietary Information and Systems”): 7.4.1.1 proprietary information, techniques and methods of operating and marketing, gaming, hotel and related businesses, including without limitation, the Total Rewards System; 7.4.1.2 proprietary information, techniques and methods of designing, selecting, maintaining, operating, marketing, developing and customizing games used in gaming, hotel and related businesses; 7.4.1.3 proprietary information, techniques and methods of training employees in the gaming, hotel and related businesses; 7.4.1.4 proprietary business plans, projections, marketing, advertising and promotion plans, strategies and systems, including the proprietary items listed on Exhibit D attached hereto and incorporated herein by this reference and any modifications, supplements or revisions thereof, which may hereafter be made by Manager, CEOC or any of their respective Affiliates or licensees, all of which have been developed or acquired over many years through the expenditure of time, money and effort and to the extent which Manager, CEOC or any of their respective Affiliates or licensees maintain as confidential and as a trade secret(s); and 7.4.1.5 all proprietary information, techniques and methods used in connection with the Total Rewards System or any other rewards system which is used generally at other Brand facilities or Other Managed Resorts. Notwithstanding the foregoing, Proprietary Information and Systems shall not include: information, techniques, methods and systems (a) developed by Owner or third parties (that are not Affiliates or licensees of CEC or CEOC) on Owner’s behalf; (b) developed by Manager or its Affiliates or a third party specifically for use at the Managed Facilities; (c) specific to the Managed Facilities that may be contained in Proprietary Information and Systems, including the Managed Facilities Guest Data; and (d) which are not recognized as a trade secret of Manager or its Affiliates, or entitled to protection as proprietary to Manager or its Affiliates, under applic...
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Proprietary Information and Systems. Owner agrees that Manager or its Affiliates (other than Owner) has the sole and exclusive right, title and ownership to the following items as now in existence and as the same may be modified, supplemented or updated in the future (collectively items (a) through (e), the “Proprietary Information and Systems”): (a) certain proprietary information, techniques and methods of operating gaming, hotel and related businesses; (b) certain proprietary information, techniques and methods of designing games used in gaming, hotel and related businesses; (c) certain proprietary information, techniques and methods of training employees in the gaming, hotel and related businesses; (d) certain proprietary business plans, projections and marketing, advertising and promotion plans, strategies, and systems, all of which have been developed and/or acquired over many years through the expenditure of time, money and effort and which Manager and its Affiliates maintain as confidential and as a trade secret(s); and (e) any gambling activity or other information collected from or with respect to patrons of the Casino including, but not limited to, any and all Guest Data. Proprietary Information and Systems specifically excludes any information or documents otherwise falling within Section 7.4.1(a) through (e), if same is prepared, designed or created solely for the use and benefit of the Manager Operated Areas.
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Proprietary Information and Systems. Owner agrees that Manager or its Affiliates have the sole and exclusive right, title and ownership to the following items as now in existence and as the same may be modified, supplemented or updated in the future (collectively, the “Proprietary Information and Systems”): 7.4.1.1 proprietary information, techniques and methods of operating and marketing, gaming, hotel and related businesses, including without limitation, the Total Rewards System; 7.4.1.2 proprietary information, techniques and methods of designing, selecting, maintaining, operating, marketing, developing and customizing games used in gaming, hotel and related businesses; 7.4.1.3 proprietary information, techniques and methods of training employees in the gaming, hotel and related businesses; 7.4.1.4 proprietary business plans, projections, marketing, advertising and promotion plans, strategies and systems, including the items listed on Exhibit F attached hereto and incorporated herein by this reference and any modifications, supplements or revisions thereof, which may hereafter be made by Manager or its Affiliates, all of which have been developed or acquired over many years through the expenditure of time, money and effort and which Manager and its Affiliates maintain as confidential and as a trade secret(s); and 7.4.1.5 all proprietary information, techniques and methods used in connection with the Total Rewards System or any other rewards system which is used generally at Operated Brand Properties. Notwithstanding the foregoing, Proprietary Information and Systems shall not include: (a) information and systems developed by Owner or third parties on Owner’s behalf; (b) information and systems developed by Manager or a third party specifically for use at the Managed Facilities; (c) data specific to the Managed Facilities that may be contained in Proprietary Information and Systems, including the Managed Facilities Guest Data; and (d) information which is not recognized as a trade secret of Manager or its Affiliates, or entitled to protection as proprietary to Manager and its Affiliates, under applicable state law.
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Proprietary Information and Systems. Owner agrees that Manager or its Affiliates have the sole and exclusive right, title and ownership to the following items as now in existence and as the same may be modified, supplemented or updated in the future (collectively, the “Proprietary Information and Systems”):
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Proprietary Information and Systems. 16.4.4.1 Upon the expiration or termination of this Agreement, Owner, at its expense, shall immediately commence and diligently pursue to completion during a transition period of twelve (12) months following termination or expiration of this Agreement (the “Transition Period”) the following actions: (a) the discontinuation of all direct or indirect use in any manner of any Proprietary Information and Systems, the Brand or any colorable imitation or other indicia of the Brand, and any marketing, advertising or other media, including the internet, that uses the Brand or represents that the Managed Facilities are Operated as a Brand casino or otherwise associated with the Proprietary Information and Systems; (b) the cancellation of all fictitious or assumed name registrations relating to Owner’s use of any Proprietary Information and Systems; (c) notification to Owner and all telephone directory publishers of the termination or expiration of Owner’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems and authorization to transfer such number to Manager or at Manager’s direction; provided, that nothing herein shall be deemed to require Owner to change or surrender any telephone number used exclusively by the Managed Facilities; (d) removal from the Managed Facilities, and discontinuation for any purpose, of all FF&E, Operating Supplies, signage and other materials that display any aspect of the Brand or any distinctive images or designs that are a feature of the Brand; and 702580413 11172554 56 (e) the cessation of use and return to Manager of any Brand related operations manuals, policy statements and the like. 16.4.4.2 From and after the conclusion of the Transition Period: (a) Owner shall not, under any circumstance, copy, reproduce, use or retain any of the Proprietary Information and Systems; (b) if Owner shall have failed during the Transition Period to use commercially reasonable efforts to remove signage from the Managed Facilities bearing the Brand, Manager shall have the right, at Owner’s expense, to remove and retain all such interior and exterior signage without any liability to Owner for the cost to restore or repair the Managed Facilities premises or equipment for damage resulting therefrom, subject to Manager acting with reasonable care and using reasonable efforts to minimize damage to the Managed Facilities; (c) Owner shall not directly or i...
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Related to Proprietary Information and Systems

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Proprietary Information and Inventions You agree to execute, deliver and be bound by the provisions of the Proprietary Information and Inventions Agreement attached hereto as Exhibit C.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Proprietary Information and Inventions Agreements The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate. (b) In the event that any trade secrets or other confidential information covered by Section 6(a) of this Agreement is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten (10) business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is unequivocally required by the court order, and Executive will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.

  • Confidential Information and Trade Secrets During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Proprietary Information Agreements Each employee and officer of the Company has executed a Proprietary Information and Inventions Agreement, and each consultant to the Company has executed a Consulting Agreement in substantially the forms made available to the Investors. The Company is not aware that any of its employees, officers or consultants are in violation thereof, and the Company will use its commercially reasonable efforts to prevent any such violation.

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