Common use of Proprietary Information and Systems Clause in Contracts

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 applicable state law. Manager and CLC shall procure for the benefit of, and hereby grant to, Owner and the Managed Facilities the non-exclusive and sublicenseable right and license to use and otherwise exploit the Proprietary Information and Systems (and other proprietary intellectual property used by Manager under this Agreement, if any, excluding Owner Primary IP, Owner Owned IP and any Service Xxxx Right) in connection with the Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period.

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 applicable state law. Manager and CLC shall procure for the benefit of, and hereby grant to, Owner and the Managed Facilities the non-exclusive and sublicenseable right and license to use and otherwise exploit the Proprietary Information and Systems (and other proprietary intellectual property used by Manager under this Agreement, if any, excluding Owner Primary IP, Owner Owned IP and any Service Xxxx Right) in connection with the Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period.