Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party. 7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects. 7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows: (a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract. (b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project. (c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party. 7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement. 7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same. 7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII. 7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 3 contracts
Samples: Joint Marketing and Services Agreement (Psinet Inc), Joint Marketing and Services Agreement (Psinet Inc), Joint Marketing and Services Agreement (Ixc Communications Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to Except as "Proprietary Information") to the other Party otherwise provided in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designatedSection 3.1, each Party (the “Receiving Party's client lists, business plans, ”) shall maintain in confidence and the pricing use only in connection with exercise of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that rights granted to or retained by it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in under this Agreement any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination Party (the “Disclosing Party”). As used herein, “Proprietary Information” shall have the following meaning: (a) Defined Organ Transplant Program Know-How, Defined Organ Transplant Program-Dedicated Books and Records and any information provided by the Company to Newco pursuant to Section 4.2(all, to the extent pertaining to any product within the Defined Organ Transport Field, ARTICLE V, or ARTICLE VI below shall be deemed the Proprietary Information of Company (and hence Newco shall be considered the Receiving Party, and Company shall be considered the Disclosing Party, with respect thereto, regardless whether there is any disclosure thereof from the Company to Newco)), and (b) the Transferred Assets and any information provided by Newco to the Company pursuant to Section 4.1 or 4.2 (to the extent pertaining to any products within the clause (i) of the Agreement definition of Newco Field or the Licensed Patent Rights), ARTICLE V, or ARTICLE VI below shall be deemed Proprietary Information of Newco (and completion hence the Company shall be considered the Receiving Party, and Newco will be considered the Disclosing Party with respect thereto, regardless whether there is any disclosure thereof from Newco to the Company). Notwithstanding the foregoing, the Mixed Know-How shall be deemed Proprietary Information of all pending Projects.
7.3 Neither both Parties (and each Party shall reproduce, be deemed the Receiving Party with respect thereto). The obligations of the Receiving Party under this Section 3.1 not to disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply toapply, and neither Party shall be liable forhowever, reproduction, disclosure or use of Proprietary Information of the other to the extent that the Receiving Party establishes that any such information: (1) becomes known to the public from a source other than the receiving Party; (2) was , data or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.materials:
Appears in 3 contracts
Samples: Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.)
Proprietary Information. 7.1 Each Party anticipates To the extent that either party discloses to the other any other information which it may be necessary to provide access to considers proprietary or is proprietary information of a confidential third party, in written or tangible form, said party shall identify such information as proprietary nature (hereinafter referred to as "Proprietary Information") when disclosing it to the other Party in the performance of this Agreementparty by marking it clearly and conspicuously as proprietary information. To the extent possibleAny proprietary disclosure to either party, Proprietary Information if made orally, shall be clearly identified or labeled as such by the disclosing Party proprietary information at the time of disclosure. Where concurrent identification of , if the disclosing party wishes to keep such information is not feasible, the disclosing Party proprietary under this Agreement. Any such information disclosed under this Agreement shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member recipient thereof only in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations performance under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party . Neither party shall be liable forfor the inadvertent or accidental disclosure of such information marked as proprietary, reproduction, if such disclosure or use of Proprietary Information occurs despite the exercising of the other same degree of care as the receiving party normally takes to the extent preserve and safeguard its own proprietary information (but not less than reasonable care) or if such information: information (1) is or becomes known lawfully available to the public from a source other than the receiving Party; party before or during the period of this Agreement, (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to is released in writing by the disclosing Party with respect to the applicable information; party without restrictions, (3) is furnished to others lawfully obtained by its owner the receiving party from a third party or parties without restriction on disclosure; obligation of confidentiality, (4) is independently developed lawfully known by personnel of the receiving Party who have not had access party prior to such information; disclosure and is not subject to any confidentiality obligations, or (5) is disclosed at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the disclosure of any proprietary information which it receives under this Agreement pursuant to governmental judicial action or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing decree, or pursuant to any requirement of any Proprietary Information by either Party Government or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party, to the other extent reasonably practical, shall be construed as granting have given the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing party notice prior to such disclosure. Customer and furnishing sameSES Americom agree to negotiate in good faith a three-party non-disclosure agreement with Vendor for information to be disclosed related to this Agreement.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 3 contracts
Samples: Satellite Service Agreement, Satellite Service Agreement (Echostar DBS Corp), Satellite Service Agreement (Echostar Communications Corp)
Proprietary Information. 7.1 Each Party anticipates that it During the term of this Agreement, the parties may be necessary furnish, to provide access to each other information of a confidential or proprietary nature including, but not limited to, specifications, photocopies, magnetic tapes, drawings, sketches, models, samples, tools, technical information, data, knowhow, customer and market information, financial reports, precontractual negotiations, engineering studies, consultants' studies, options for site purchases, and relationships established with experts, consultants and governmental agencies (all hereinafter referred to designated as "Proprietary Information") in connection with the operations of the Plant. The party furnishing such Proprietary Information to the other Party party shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. A party will not directly or indirectly contest the ownership of Proprietary Information furnished by the other party in writing or furnished verbally and then documented in writing within seven (7) days. The use of the Proprietary Information of a party in the performance operations of the Plant does not give the other party any ownership interest or other interest in or to such information; provided, however, the MANAGER, upon termination of this Agreement, shall grant to OWNER at no additional cost (other than the license fee payable by OWNER to MANAGER under paragraph 17 below) a nonexclusive perpetual limited license to use, solely for the continued operations of the Plant, such Proprietary Information of MANAGER that is then utilized in the operation of the Plant and necessary for the continued operations of the Plant. To Any modifications or additions to the extent possibleProprietary Information of a party made by the other party will only be property of such other party if the modifications or addition stands alone separately without any portion of such Proprietary Information. Nothing in this Paragraph shall be construed as requiring any party to furnish any Proprietary Information to the other party. Proprietary Information developed by MANAGER or any of its employees or agents during the term of this Agreement or the operations of the Plant shall not be considered "work for hire" and, between the parties hereto, MANAGER shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. Notwithstanding the foregoing, if any Proprietary Information is jointly developed by the parties, such Proprietary Information shall be jointly owned by the parties. For purposes of this paragraph, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party not include:
(a) Information of a party that at the time furnished to the other party is in the public domain or becomes part of disclosure. Where concurrent identification the public domain by publication or otherwise through no fault of such information the other party or its employees or agents;
(b) Information of a party that at the time furnished to the other party was in the possession of the other party as shown by written records and was independently developed by the other party or obtained from a source on a non-confidential basis by a Person entitled to disclose it; or
(c) Information concerning the operations of the Plant that is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing furnished to MANAGER for purposes of its products and services will be deemed the confidential information performance of such Party.
7.2 Each Party agrees that it will hold such any bench marking services. Proprietary Information is confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Projectproprietary. Each Party party shall return all such keep the Proprietary Information of the other upon termination of party confidential and shall use all reasonable efforts to maintain the Agreement Proprietary Information as secret and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use confidential. Failure to so maintain the Proprietary Information of a party as confidential shall entitle such party to any damages stemming from such failure, to include without limitation, reasonable attorneys' fees. A party shall not at any time without the prior written consent of the other except as follows:
(a) party, copy, duplicate, record or otherwise reproduce the Proprietary Information furnished of such other party, in whole or in part for any unauthorized Persons, or otherwise make the same available to any unauthorized Person. Each party agrees that the other party would be irreparably damaged by reason of any violation of the confidentiality provisions contained herein and that any remedy at law for a breach of such provisions would be inadequate. Therefore, a party shall be entitled to seek injunctive or other equitable relief in a court of competent jurisdiction against the other party, its agents, employees, officers or other associates, for any breach or threatened breach of the confidentiality covenants contained herein without the necessity of proving actual monetary loss. It is expressly understood that the remedy described herein shall not be the exclusive remedy of a party for any breach of such covenants, and such party shall be entitled to seek such other relief or remedy, at law or in equity, to which it may be entitled as a consequence of any breach of such covenants. Nothing in this paragraph shall be construed so as to inhibit OWNER's ability to make necessary disclosures as required by the Team Leader may be used by Securities Act of 1933 or the Team Member in performing its obligations under this Agreement and Securities Exchange Act of 1934 or any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreementother applicable securities laws, including preparation of the Proposal for submission to the Clientprovided, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproductionhowever, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, any disclosure or use of Proprietary Information of MANAGER shall require the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation prior written consent of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have MANAGER, which shall not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementbe unreasonably withheld.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 3 contracts
Samples: Management Agreement (East Kansas Agri Energy LLC), Management Agreement (East Kansas Agri Energy LLC), Credit Agreement (East Kansas Agri Energy LLC)
Proprietary Information. 7.1 Each Party anticipates that it a) Either party may be necessary to provide have access to confidential and proprietary material and information of a confidential or proprietary nature (hereinafter referred to as "“Proprietary Information"”) belonging to the other Party in party which the performance of this Agreement. To the extent possible, parties desire to remain confidential.
b) Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibleinclude without limitation, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client listsparty’s source code, business plans, customer and vendor lists and information, financial records, partnership arrangements and marketing plans and any other information that a party would reasonably consider proprietary and confidential.
c) Proprietary Information does not include (i) information generally available to the pricing of public, (ii) information the receiving party had in its products and services possession prior to receiving it from or developing it for the disclosing party, (iii) information received from a third-party, or (iv) information independently developed by the receiving party without reference to information received pursuant to this Agreement from the disclosing party.
d) Each party agrees that the disclosing party’s Proprietary Information will be deemed kept strictly confidential by the confidential information of such Party.
7.2 Each Party agrees that it receiving party and will hold such not be disclosed to non-employees and agents, unless expressly authorized to do so by the disclosing party. The receiving party will protect the disclosing party’s Proprietary Information confidential from unauthorized use, access or disclosure in the same manner as it holds the receiving party protects its own Proprietary Information confidential or proprietary information of like kinda similar nature, but in any case, by the use of at least not less than reasonable care. Disclosures of Proprietary Information Each party shall be restricted to those individuals who are participating in preparation of have the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees thatright, in addition to all any other rights provided by law to which it may have, and the disclosing Party shall other party hereby be entitledconsents, it shall have the right to seek to have an in any court having jurisdiction of a temporary or permanent restraining order or injunction or equivalent remedy issued against enjoining the receiving Party to prevent said Party party from violations or further violations breach of this Article VII.
7.7 The provisions Section. Notwithstanding the foregoing, any information that Buyer submits or shares with Imatest in connection with this Agreement may be used to improve the function, marketing or utilization of this Article VII the Software, Products or may be used to otherwise enhance Imatest’s ability to deliver Services without compensation to Buyer. This Section shall survive termination or cancellation of this Agreement for two (2) years, however, the obligation of confidentiality and non-use hereunder shall continue indefinitely after such 2-year period for any Proposal efforttrade secrets of Buyer or Imatest until such trade secrets are no longer trade secrets.
Appears in 3 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Proprietary Information. 7.1 Each (a) During the course of this Agreement either Party anticipates that it may be necessary to provide access to information of a confidential exchange or proprietary nature (hereinafter referred to as "Proprietary Information") disclose to the other Party information and data either in the performance of this Agreementwritten or electronic format or orally which it considers to be proprietary (“Proprietary Information”). To the extent possible, Proprietary Information disclosed orally shall be clearly identified or labeled as such reduced to writing by the disclosing Party at the time of as soon as possible after disclosure. Where concurrent identification of such information If the Proprietary Information reduced to writing is not feasible, conspicuously identified by the disclosing Party shall provide such identification as promptly thereafter as possible. Howeverproprietary by an appropriate stamp or legend thereon and is transmitted in writing or in other tangible, whether or not so designatedretainable form, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each recipient Party agrees that it will hold use the same only in connection with the Projects contemplated by this Agreement, and the performance of any resultant Task Orders to the extent set forth in such Task Orders, and that it will not disclose the same to third parties without the written consent of the disclosing Party; provided, however, that the recipient Party shall not be liable for any disclosure of such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as followsothers:
(a1) if the recipient Party has utilized the same degree of care in protecting the Proprietary Information furnished as would be utilized in connection with protecting its own proprietary information;
(2) after three years from the termination date of this Agreement;
(3) if the Proprietary Information is within, or later falls within, the public domain through no fault of recipient Party;
(4) if the Proprietary Information is in possession of the recipient Party, its divisions, subsidiaries, parent or affiliates without restriction on disclosure as substantiated by documentation dated prior to the disclosure thereof by the Team Leader may be used disclosing Party;
(5) if the Proprietary Information is legally obtainable without restriction from another source;
(6) if the Proprietary Information is not identified as being proprietary as required under the terms of this Agreement;
(7) if the Proprietary Information has been or later is disclosed by the Team Member disclosing Party to others on an unrestricted basis;
(8) if the receiving Party reasonably believes, based on advice from legal counsel, that it is required to disclose the Proprietary Information in performing order to comply with applicable law, rule, regulation, or court order or other compulsory process of a court or other governmental body. In such case, the receiving Party shall promptly notify the disclosing Party, in writing, of its obligations under this Agreement and any resulting subcontractintent to disclose the Proprietary Information, if it reasonably believes, based on the advice of legal counsel, that it can do so without violating the applicable law, rule, regulation, or court order or other compulsory process of a court or other governmental body, so that the disclosing Party can take such action as it deems appropriate to protect its Proprietary Information.
(b) Each Party agrees that all Proprietary Information furnished marked as such in accordance with this Agreement:
(1) will be disclosed only to personnel of the recipient Party having a “need to know” in connection with performance of effort within the intent and provisions of this Agreement and to the Client or an authorized representative thereof in the performance by either Party of its portion of the Project; provided, however, that any Proprietary Information proprietary to either Party which is disclosed under this provision by the Team Member may other Party to the Client shall be used by the Team Leader marked with a stamp or legend as is appropriate and permissible under applicable laws and regulations;
(2) if reproduced in performing its obligations under whole or in part in accordance with this Agreement, including preparation will carry a proprietary xxxx or legend at least similar to that with which the information is disclosed to the recipient Party, except as provided in Item (1) of the Proposal for submission this subparagraph (b) relative to information disclosed to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Except as provided in the Rights in Inventions clause of this Agreement, engineering data jointly developed for the purpose of a Proposal shall be the sole property of OTE and shall be considered a “work for hire.”
(d) The obligations of this Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Partyclause shall survive any termination of this Agreement pursuant to Termination clause herein.
7.4 The limitations on reproduction, disclosure, and use (e) Neither this Agreement nor any disclosure of Proprietary Information shall not apply to, and neither Party hereunder shall be liable forconstrued to grant either Party any right, reproductionlicense or immunity from suit for infringement, disclosure either directly or use of Proprietary Information by implication, estoppel, or otherwise in or under any issued, pending, or after-acquired patent, copyright or patent application or proprietary technical information of the other Party except as expressly recited herein; provided, however, that each Party hereby grants to the other Party an immunity from suit for enabling such other Party to perform its obligations under the activity contemplated by this Agreement and the performance of resultant contracts, to the extent set forth in such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementcontracts.
7.5 Neither (f) Such Proprietary Information as may be disclosed or exchanged by the signing of respective Parties under this Agreement nor the furnishing of shall not constitute any Proprietary Information representation, warranty, assurance, guarantee, or inducement by either Party to the other with respect to the infringement of any patent or other proprietary right owned or controlled by any third party and nothing in this Agreement shall be construed as granting a warranty, or representation of any kind with respect to the other Party expressly, by implication, by estoppel content or otherwise, any license under any invention, patent, trademark, copyright accuracy of Proprietary Information disclosed or other proprietary right now or hereafter owned or controlled exchanged by the Party disclosing and furnishing sameParties under this Agreement.
7.6 Each Party admits for all purposes that (g) This Proprietary Information clause shall not apply to any violation data, information or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided technology developed by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party independently from violations or further violations of the Proprietary Information governed by this Article VIIclause.
7.7 The (h) Each Party agrees to adhere to any applicable US and foreign export control laws and regulations and shall not export or re-export any technical data or products received or the direct product of such technical data except in compliance with the applicable export control laws of the US Government International Traffic in Arms Regulations (ITAR) and/or the Export Administration Regulations (EAR).
(i) Should a Party need to provide Proprietary Information to the Client, that Party will negotiate and enter into a Non-Disclosure Agreement with the Client that contains the provisions of this Article VII shall survive termination of this Agreement and any Proposal effortProprietary Information clause.
Appears in 2 contracts
Samples: General Terms Agreement (Ocean Thermal Energy Corp), General Terms Agreement (Ocean Thermal Energy Corp)
Proprietary Information. 7.1 (a) Each Party anticipates party acknowledges that it may be necessary to provide furnished or may otherwise receive or have access to information of a confidential or proprietary nature information which relates to the other party's business, including (hereinafter referred to as without limitation), past, present or future business plans, marketing plans, products, software, research, development, inventions, processes, techniques, design or other technical information and data, etc. (the "Proprietary Information") to ). Each party further acknowledges that all intellectual property rights residing in the other Party in the performance of this Agreement. To the extent possible, party's Proprietary Information shall be clearly identified or labeled as such by are and will remain the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information exclusive property of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose party or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractlicensors.
(b) Each party agrees to take the same measures it uses to protect its own information of a similar nature to preserve and protect the confidentiality of the Proprietary Information furnished by and all forms thereof, whether disclosed to it before this Agreement is signed or afterwards. In addition, it shall not disclose or disseminate the Team Member may be used by Proprietary Information to any third party and shall not use the Team Leader Proprietary Information for its own benefit (other than in performing its obligations under this Agreement, including preparation furtherance of the Proposal goals of the other party) or as permitted herein or for submission to the Client, and benefit of any third party (other than in performance furtherance of a resulting subcontract between the Parties for a Projectgoals of the other party or as permitted herein).
(c) The foregoing obligations shall not apply to any information which the recipient can prove (i) is previously publicly known at the time of receipt from the other party or which subsequently becomes publicly known through no act or fault of the recipient; (ii) is given to it by a third party who is not obligated to maintain confidentiality; or (iii) was already known by it at the time of receipt; or (iv) was independently developed by it without resort to the Proprietary Information furnished or other resources of the other and not in the course of performance of the Professional Services, and not for the other party (unless the parties have otherwise agreed that the specific information was to be governed by either Party may be used in accordance with written authorization received from the disclosing Partythis Agreement).
7.4 The limitations on reproduction(d) Within three days after the termination of this Agreement (or any other time at the other party's request), disclosure, and use each party shall return to the other all copies of Proprietary Information shall not apply toin tangible form in its possession or control. The Contractor hereby assigns to the Company all its intellectual and other property rights in its work product performed pursuant to this Agreement, and neither Party waives its moral rights to or in same, and shall be liable for, reproduction, disclosure or use require each of Proprietary Information of its employees (if any are so permitted by the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed Company pursuant to governmental or judicial requirementSchedule A) working on this project to sign the Company's standard independent contractor confidentiality agreement, and assignment of intellectual property rights and waiver of moral rights.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 (e) The provisions of this Article VII shall survive termination Section 4 of this Agreement and any Proposal effortshall survive the expiry or termination of the Agreement.
Appears in 2 contracts
Samples: Professional Services Agreement (Vignette Corp), Professional Services Agreement (Vignette Corp)
Proprietary Information. 7.1 Each Party anticipates All information that it may be necessary is furnished by one party to provide access another party pursuant to information of a confidential or proprietary nature this Order (hereinafter referred to as "“Proprietary Information"”) will be subject to the other Party in the performance of this Agreementfollowing restrictions. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party party agrees that it will hold use all Proprietary Information disclosed to it by the others only in the manner contemplated in this Order, and for no other purpose, disclosing Proprietary Information only to those of its officers, employees, agents, independent contractors or advisors (“representatives”) as will be directly concerned with performance under this Order, and provided such representatives do not disclose any Proprietary Information to any third party and have agreed in writing to keep such Proprietary Information confidential in accordance with this Section. Except as provided above, each party agrees that it will not disclose Proprietary Information to any other person or entity without the express, prior written consent of the other party. Each party agrees that it will protect the confidentiality of Proprietary Information with the same manner as degree of care with which it holds protects its own proprietary information, but with no less than reasonable care, and will return all copies (in any medium recorded) of Proprietary Information of like kind, but in any case, by to the use of at least reasonable caredisclosing party immediately upon written request. Disclosures of The parties agree that Proprietary Information shall be restricted considered commercial secrets qualified for protection under applicable law. The parties shall have no obligation to those individuals who are participating in preparation protect the confidentiality of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
that: (a) Proprietary Information furnished by the Team Leader may can be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission demonstrated to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes have been known to the receiving Party party prior to the execution of this Order and was not acquired, directly or indirectly, from the disclosing party or from a Third Party having the right to disclose it and having no third party under a continuing obligation of confidentiality to the disclosing Party with respect to the applicable informationconfidentiality; (3b) is furnished can be demonstrated to others by its owner without restriction on disclosurehave been in the public domain as of the date of this Order or comes into the public domain during the term of this Order through no fault of the receiving party; or (4c) is can be demonstrated to have been independently developed by personnel of the receiving Party party who have had no substantive knowledge of the Proprietary Information. The provisions of this Section shall not had access apply to the disclosure of Proprietary Information to any government, any agency or department thereof, or any stock exchange to the extent required by law, any relevant stock exchange rules, provided that the party being required or requested to make such disclosure shall immediately notify the other party of such requirement and the terms thereof prior to such information; disclosure so that an appropriate protective Order or (5) is disclosed pursuant to governmental order may be sought or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party other protective agreement or order may be sought or other arrangement put in place prior to the disclosure of the Proprietary Information. The other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it party shall have the right to petition to the agency, department or stock exchange concerned regarding such disclosure and to seek confidential treatment of any Proprietary Information to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 be disclosed on such terms as such party shall, in its sole discretion, determine. The provisions of this Article VII shall foregoing obligations will survive termination of this Agreement Order and will remain binding on each party, its respective affiliates, successors and assigns forever. This Order is designated as Proprietary Information subject to this Section. Buyer is granted permission by Seller to disclose this Order to any Proposal effortof its affiliates or subsidiaries.
Appears in 2 contracts
Samples: Purchase Order, Purchase Order
Proprietary Information. 7.1 Each Party anticipates In furtherance of the purposes of this Agreement, the Parties contemplate that it may be advantageous and/or necessary to provide access exchange proprietary information. The Parties wish to protect such proprietary information from unauthorized use and disclosure and accordingly the Parties hereby agree as follows:
6.1 Subject to the terms of this Agreement, neither Party shall disclose to any person or persons outside its corporation or to any person or persons within its corporation not having a need to know for the purposes of this Agreement any non-public, proprietary information: (1) which the other Party submits in writing or electronically and designates by an appropriate stamp, marking or legend thereon to be of a confidential proprietary nature; or (2) which the other Party orally or visually submits and identifies as proprietary nature provided that in the case of oral or visual disclosure the submitting Party notifies the receiving Party in writing, specifically identifying any such proprietary information so orally or visually submitted within *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. thirty (30) days of the oral or visual disclosure (hereinafter referred to as "“Proprietary Information"”). In addition, a receiving Party shall use the Proprietary Information except as permitted under the terms of this Agreement.
6.2 The Parties shall take appropriate action to provide for and prevent the unauthorized disclosure of Proprietary Information in accordance with Section 6.1 above. A Party shall not be liable for disclosure of any such Proprietary Information if the same is: (1) in the public domain or becomes available to the public through no wrongful or negligent act or omission on the receiving Party’s part; or (2) properly known to or independently developed by the Party in receipt of such Proprietary Information prior to disclosure; or (3) disclosed to the receiving Party by a third Party without any obligation of confidentiality; or (4) disclosed to the receiving Party by the other Party in the performance without any obligation of this Agreement. To the extent possible, Proprietary Information shall be clearly identified confidentiality; or labeled as such (5) independently developed by the disclosing receiving Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by without the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted received hereunder and there is adequate evidence to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all demonstrate such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose condition; or use Proprietary Information of the other except as follows:
(a6) Proprietary Information furnished disclosed by the Team Leader may be used by receiving Party with the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation prior written approval of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and 6.3 Each Party agrees to use its best efforts to minimize any damage resulting from inadvertent or accidental disclosure of Proprietary Information shall not apply toInformation.
6.4 Each Party agrees that upon expiration or termination of this Agreement, and neither Party shall be liable forreasonable recall by the disclosing Party, reproductionor request for destruction by the disclosing Party, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality shall promptly return to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information provided by such disclosing Party. The Parties acknowledge and agree that certain Joint Intellectual Property may be deemed Proprietary Information and that following termination or expiration of this Agreement, each party may use Residuals of such Proprietary Information; provided however each party acknowledges and agrees that no licenses are granted under either Party party’s copyrights or patent rights under this Section 6.4. For the purposes of this Agreement, Residuals means that information which is retained in the memory of those persons that had authorized access to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license Proprietary Information under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing samethis Agreement.
7.6 Each Party admits for all purposes that any violation or threatened violation of 6.5 The Parties’ obligations to protect Proprietary Information disclosed in accordance with this Article VII shall constitute an irreparable injury Agreement prior to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII its termination shall survive termination of this Agreement.
6.6 In the event any governmental or judicial order requires the disclosure of Proprietary Information, the recipient of such Proprietary Information shall promptly and, if possible, prior to such disclosure notify the originator of the Proprietary Information of the requirement and provide reasonable aid and assistance if the originator decides to oppose such governmental or judicial order. The recipient shall not be liable for any disclosure of Proprietary Information made pursuant to such governmental or judicial order if it has complied with the provisions of this paragraph.
6.7 The terms of this Article 6 shall also apply to any Proprietary Information disclosed between the Parties during the course of the relationship between them before the date of this Agreement. Notwithstanding anything in this Section 6, either Party may disclose the terms and conditions of this Agreement: (i) to legal counsel of the Parties; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in connection with the enforcement of this Agreement and any Proposal effortor rights under this Agreement; or (iv) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.
Appears in 2 contracts
Samples: Joint Development Agreement (Advanced Analogic Technologies Inc), Joint Development Agreement (Advanced Analogic Technologies Inc)
Proprietary Information. 7.1 12.1 Each Party anticipates that it may be necessary acknowledges the other Party's ownership of trade secrets, proprietary or confidential information, including but not limited to provide access products, planned products, services or planned services, the identity of or information concerning customers or prospective customers, data, financial information, computer software, processes, methods, knowledge, inventions, ideas, marketing promotions, discoveries, current or planned activities, research development or other information relating to information the other Party's business activities or operations and those of a confidential its customers or proprietary nature subcontractors, as well as the pricing and other terms and conditions of this Agreement (hereinafter collectively referred to hereinafter as the "Proprietary Information").
(a) This Agreement creates a confidential relationship between Qwest and Corvis and, in the course of, negotiating or performing this Agreement, including providing Products pursuant to this Agreement, the disclosing Party may disclose Proprietary Information to the other receiving Party. The receiving Party will keep Proprietary Information confidential and, except as directed or authorized in writing, will use Proprietary Information only to provide the Products and services pursuant to this Agreement and will not disclose to any person or entity, directly or indirectly, in whole or in part, any Proprietary Information, information prepared from Proprietary Information, or information that comes into possession by reason of services hereunder. Dissemination of Proprietary Information will be limited to the personnel within the receiving Party's organization with a need to know and solely for the purpose of the performance of this Agreementduties hereunder. Upon cessation of work hereunder, the receiving Party will return or destroy and certify to the disclosing Party such destruction of all documents, papers and other materials in its control that contain or relate to Proprietary Information. To the extent possible, practicable all Proprietary Information shall disclosed to the receiving Party will be clearly promptly identified or labeled as such by the disclosing Party in writing.
(b) The receiving Party will protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that it uses with respect to information of its own of a similar nature, but in no event less than reasonable care.
12.3 Qwest acknowledges and agrees that the Products constitute and embody the valuable trade secrets and intellectual property of Corvis developed at great expense to Corvis. Qwest may not sell, assign or otherwise transfer any of the Products to a third party other than to: (i) a communications carrier for its own internal use in providing communication services; or (ii) an Affiliate, without the prior written consent of Corvis, which consent will not be unreasonably withheld. Qwest agrees that it would be reasonable for Corvis to withhold its consent to any such sale, assignment or transfer of any Product to a company directly involved in the development, marketing, distribution or sale of any products that are competitive with the Products.
12.4 Notwithstanding anything to the contrary contained herein, no information will be deemed Proprietary Information if the Party receiving such information hereunder or any of its Affiliates ("Receiving Party") can demonstrate that --------------- such information: (a) is generally known to the public on the date of disclosure of same or becomes generally known to the public after such date through no breach of this Agreement or any other obligation of confidentiality; (b) was known by the Receiving Party without any obligation to hold it in confidence at the time of disclosure. Where concurrent identification ; (c) is received by the Receiving Party after the date of such information is not feasible, disclosure by the disclosing other Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing any of its products affiliates ("Disclosing Party") from ---------------- a third Party without breach of any obligation of confidentiality and services will be deemed without any obligation of confidentiality binding upon the confidential information of such Receiving Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, ; (d) is independently developed by the use Receiving Party after the date of at least reasonable care. Disclosures of Proprietary Information shall be restricted disclosure by employees without access to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination Disclosing Party; (e) is approved for release by written authorization of the Agreement Disclosing Party, but only to the extent of and completion subject to such conditions as may be imposed in such written authorization; (f) is required by law, rule or regulation, including requirements of all pending Projectsthe applicable securities exchanges, to be disclosed, but only to the extent and for the purposes of such required disclosure and subject to Section 12.5; or (g) is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order and subject to Section 12.5.
7.3 Neither 12.5 If a Receiving Party shall reproduce, is or may be required by law or court order to disclose or use any Proprietary Information of the other except as followsa Disclosing Party, such Receiving Party:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement will provide to such Disclosing Party immediate notice of such possible disclosure; and any resulting subcontract.
(b) will permit such Disclosing Party, at its expense, to take all reasonable actions to eliminate such requirement of such disclosure, to limit the scope of same and to obtain protective orders to protect the confidentiality of such Proprietary Information furnished by Information, including, without limitation, filing motions and otherwise making appearances before the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Projectcourt.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 12.6 The provisions of this Article VII shall 12 will survive any termination or expiration of this Agreement Agreement.
12.7 A Party shall not use the other Party's name, logo, trademark(s) or service xxxx(s) or refer to the other Party directly or indirectly in any advertising, sales presentation to any other person, news release, release to any professional or trade publication or for any other purpose without the other Party's prior written approval.
12.8 Notwithstanding the foregoing, neither Party shall reverse-engineer, decompile or disassemble any hardware or software provided or disclosed to it and shall not remove, overprint or deface any Proposal effortnotice of copyright, trademark, logo, legend or other notice of ownership from any originals or copies of Proprietary Information it obtains from the other Party.
Appears in 2 contracts
Samples: Procurement Agreement (Corvis Corp), Procurement Agreement (Corvis Corp)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary The Parties hereto agree to provide access keep confidential and not to information of a confidential or proprietary nature (hereinafter referred disclose to as "any third party any Proprietary Information") to Information received from the other Party in connection with the Program. Each Party further agrees to use Proprietary Information only for the proper purposes necessary for the performance of this Agreement. To Agreement or any Purchase Order, excluding, however:
(i) information which at the extent possible, Proprietary Information shall be clearly identified or labeled as such time of disclosure by the disclosing Party at is available to the public, or which after such disclosure becomes available to the public by publication by the disclosing Party;
(ii) information which is demonstrated to have been lawfully in the possession of the receiving Party prior to the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, disclosure by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.;
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1iii) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to information received by the receiving Party from a Third third party, unless such information is obtained in violation of non-disclosure obligations with such third party;
(iv) information which the receiving Party having developed independently and lawfully, without any reference to the Proprietary Information disclosed to it by the disclosing Party; or
(v) information whose disclosure is mandated by law or regulation, or by an order from a court of law or governmental agency. If disclosure is required pursuant to this Section 8.3(v) the Party required to disclose the other Party’s Proprietary Information per such provision must provide prior notice of such impending disclosure to the other Party and the former Party must use reasonable efforts at its own cost and expense to limit such disclosure and to maintain the confidentiality of such Proprietary Information to the extent permitted by law. Notwithstanding the above, Supplier hereby grants Buyer the right to use and disclose it and having no obligation Supplier’s Proprietary Information for the purpose of confidentiality testing, developing, certifying or selling the Aircraft, assisting any Customer with respect to any Product or any Aircraft in which a Product is installed, provided however that any such disclosure by Buyer must, whenever appropriate, include a restrictive legend suitable to the particular circumstances. Supplier hereby authorizes Buyer to disclose Proprietary Information to OPPs as required for the performance of the Program, provided that each OPPs first assumes similar obligations imposed on Buyer under this Agreement relating to such Proprietary Information. Buyer hereby authorizes Supplier to disclose Proprietary Information to Subcontractors as required for the performance of this Agreement or any Purchase Order, provided that each Subcontractor first assumes in writing the same obligations imposed on Supplier under this Agreement relating to such Proprietary Information. All Proprietary Information transferred in connection with this Agreement or any Purchase Order, will at all times remain the property of the disclosing Party and further, except to the extent that said Proprietary Information is needed by Buyer or its OPPs for the purpose of testing, certifying, selling to or assisting any Customer with respect to any delivered Product or any Aircraft in which a Product has been installed, must be promptly returned, or destroyed at the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel option of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementdisclosing Party, as set forth in a written request.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Supply Agreement (Eve Holding, Inc.), Supply Agreement (Eve Holding, Inc.)
Proprietary Information. 7.1 Each Party anticipates 5.1 The parties anticipate that it may be necessary to provide access to confidential and/or proprietary information to each other pursuant to this Teaming Agreement in preparation of a confidential or proprietary nature the Proposal and/or performance of Project (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement). To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party party at the time of disclosure. Where concurrent identification of such information Proprietary Information is not feasible, the disclosing Party party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 5.2 Each Party of the parties agrees that it will hold such shall protect the confidentiality of the Proprietary Information confidential in the same manner as it holds protects its own Proprietary Information proprietary information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are directly participating in preparation of the Proposal and other work related to the Project. Each Party The parties shall return all such Proprietary Information of the other upon the earlier of a request by the disclosing party or upon termination of this Teaming Agreement, unless a subcontract is executed by the Agreement and completion of all pending Projectsparties.
7.3 5.3 Neither Party party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) 5.3.1 Proprietary Information furnished by the Team Leader Xxxxxxxx Consulting may be used by the Team Member Docent in performing its obligations under this Agreement and any resulting subcontractTeaming Agreement.
(b) 5.3.2 Proprietary Information furnished by the Team Member Docent may be used by the Team Leader Xxxxxxxx Consulting in performing its obligations under this Teaming Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) 5.3.3 Proprietary Information furnished by either Party Xxxxxxxx Consulting or Docent may be used in accordance with written authorization received from the disclosing Partyparty.
7.4 5.3.4 If either party receives a subpoena or other validly issued administrative or judicial process requesting Proprietary Information of the other party or Proprietary Information of the Client which that party has received from the other, it shall provide prompt notice to the other of such subpoena or other process. The party in receipt of process shall thereafter be entitled to comply with such process to the extent permitted by law.
5.4 The limitations on reproduction, disclosure, and or use of Proprietary Information shall not apply to, and neither Party party shall be liable for, reproduction, disclosure disclosure, or use of Proprietary Information of the other where:
a. Prior to the extent such information: receipt under this Teaming Agreement, the information was developed independently by the party receiving it, or was lawfully received from other sources without an obligation of confidence, including the Client; or
b. Subsequent to the receipt under this Teaming Agreement, the information (1i) is published or otherwise disclosed to others by the disclosing party without restriction, (ii) has been lawfully obtained from other sources by the party that received the Proprietary Information, (iii) otherwise comes within the public knowledge or becomes generally known to the public from a source other than the receiving Party; without breach of this Teaming Agreement, or (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4iv) is independently developed by personnel the party the received the Proprietary Information.
5.5 Neither the execution of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement Alliance Agreement, nor the furnishing of any Proprietary Information by either Party to the other party shall be construed as granting to the other Party party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and party furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 5.6 The provisions of this Article VII 5 shall survive termination of this Agreement and any Proposal effortTeaming Agreement.
Appears in 2 contracts
Samples: Master Alliance Agreement (Docent Inc), Master Alliance Agreement (Docent Inc)
Proprietary Information. 7.1 Each Party anticipates Earthwatch and BATC understand that it may be necessary data or information disclosed by either party or any of its operating divisions to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in any employee during the performance of this Agreementagreement may be deemed to be Proprietary and Confidential to the disclosing party. To Therefore, the extent possible, Proprietary Information parties undertake to treat and maintain such data in strict secrecy and confidence. Data and information generated by BATC under the terms of this contract shall be clearly identified or labeled as such considered Earthwatch Proprietary and marked accordingly. Earthwatch shall have exclusive right to use this data for other markets. Exclusive of the data and information generated under the terms of this agreement, Earthwatch and BATC understand that certain other data disclosed by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will either party may be deemed the confidential information of such Party.
7.2 Each Party agrees Proprietary and Confidential by that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by party. This Article shall not restrict the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used party of information which, as established by written documentation, is substantially in accordance with written authorization received its entirety (i) publicly available from the disclosing Party.
7.4 The limitations sources other than as a result of disclosure directly or indirectly by either party, (ii) obtained on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public a non-confidential basis from a source other than the disclosing party which is entitled to disclose the information and/or (iii) independently developed by the receiving Party; (2) was or becomes known party without use of the other party’s Proprietary data provided. Both parties shall exercise all proper diligence and use every proper precaution to prevent any other party from having access to Proprietary data provided, however, that either party shall be entitled to disclose the Proprietary data to responsible consultants, advisors, vendors and suppliers of equipment, software and services who are necessary to carry out its business and the purposes of this Agreement and who have entered into nondisclosure agreements with the receiving party in a form no less restrictive that the terms of this Article. Both parties shall abide by all confidentiality obligations relating to third party information that may be included in the Proprietary data disclosed to the receiving Party from a Third Party having party, provided that the receiving party is notified in writing or otherwise becomes aware of such confidentiality obligations prior to the time that the party fails to abide by such obligations, and shall indemnify and hold the other harmless form and against all claims, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or alleged to have arisen out of either party’s failure to do so, provided that the other party is notified in writing by the disclosing party or otherwise becomes aware of such confidentiality obligations prior to the time of the failure to abide by such obligations. The provisions of this section shall survive rescission, termination, expiration or cancellation of this Contract. Notwithstanding any provision of this agreement, Earthwatch shall have the exclusive right to disclose it use data and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently information developed by personnel of BATC for Earthwatch in commercial markets as defined in the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Property Transfer Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expresslydated January 27, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing 1995 and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it BATC shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIuse such data and information for all other uses and markets.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Engineering Services Contract (Digitalglobe Inc), Contract for Engineering Services (Digitalglobe Inc)
Proprietary Information. 7.1 (a) Each Party anticipates party acknowledges that it may be necessary to provide furnished or may otherwise receive or have access to information of a confidential or proprietary nature information which relates to the other party's business, including (hereinafter referred to as without limitation) past, present or future business plans, marketing plans, products, software, research, development, inventions, processes, techniques, design or other technical information and data, etc. (the "Proprietary Information") to ). Each party further acknowledges that all intellectual property rights residing in the other Party in the performance of this Agreement. To the extent possible, party's Proprietary Information shall be clearly identified or labeled as such by are and will remain the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information exclusive property of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractparty.
(b) Each party agrees to preserve and protect the confidentiality of the Proprietary Information furnished by and all forms thereof, whether disclosed to it before this Agreement is signed or afterwards. In addition, it shall not disclose or disseminate the Team Member may be used by Proprietary Information to any third party and shall not use the Team Leader Proprietary Information for its own benefit (other than in performing its obligations under this Agreement, including preparation furtherance of the Proposal goals of the other party) or for submission to the Client, and benefit of any third party (other than in performance furtherance of a resulting subcontract between the Parties for a Projectgoals of the other party).
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information foregoing obligations shall not apply to, and neither Party shall be liable for, reproduction, disclosure to any information which the recipient can prove (i) is previously publicly known at the time of receipt from the other party or use which subsequently becomes publicly known through no act or fault of the recipient; (ii) is given to it by a third party who is not obligated to maintain confidentiality; or (iii) was independently developed by it without resort to the Proprietary Information or other resources of the other to and not in the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation course of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel performance of the receiving Party who Professional Services, and not for the other party, (unless the parties have not had access otherwise agreed that the specific information was to such information; or (5) is disclosed pursuant to governmental or judicial requirementbe governed by this Agreement).
7.5 Neither (d) Within three days after the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement (or any other time at the other party's request), each party shall return to the other all copies of Proprietary Information in tangible form in its possession or control. The Contractor hereby assigns to the Company all its intellectual and other property rights in its work product performed pursuant to this Agreement, and waives its moral rights to or in same, and shall require each of its employees (if any Proposal effortare so permitted by the Company pursuant to Schedule A) working on this project to sign the Company's standard independent contractor confidentiality agreement, and assignment of intellectual property rights and waiver of moral rights.
(e) Section 4 of this Agreement shall survive the expiry or termination of the Agreement.
Appears in 2 contracts
Samples: Professional Services (Netgravity Inc), Professional Services Agreement (Netgravity Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information Neither party shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in disclose any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use party’s Proprietary Information (as defined herein) to any third party and shall use and disclose such Proprietary information only on a need-to-know basis for purposes of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation or in the case of Purchaser, for purposes of using the Deliverables and/or exercising its rights granted hereunder. “Proprietary Information” means the know-how, trade secrets, and Confidential Information of the Proposal for submission disclosing party (or of a third party providing such information to the Clientdisclosing party). “Confidential Information” means any information or material in tangible or intangible form that: (a) is confidential and proprietary to the disclosing party, which derives economic value from not being generally known and is the subject of reasonable efforts by the disclosing party to maintain its secrecy; or (b) the disclosing party obtains from any third party which the disclosing party treats as proprietary or confidential whether or not owned by the disclosing party. This Agreement and its terms are Confidential Information. Notwithstanding anything to the contrary herein, Purchaser shall have the right to share or disclose all or any part of this Agreement, and in performance of a resulting subcontract between the Parties for a Project.
(c) all associated documents and amendments, and any Proprietary Information furnished by either Party may be used in accordance disclosed to Purchaser with written authorization received from the disclosing Party.
7.4 The limitations on reproductionany Purchaser Affiliate. For purposes of this Agreement, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure include information or material which (i) enters the public domain (other than as a result of a breach of this Agreement); (ii) was in the receiving party’s possession prior to its receipt from the disclosing party; (iii) is independently developed by or on behalf of the receiving party without the use of the disclosing party’s Proprietary Information of Information; (iv) is obtained by the other to the extent such information: (1) becomes known to the public receiving party from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having third party under no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such informationparty; or (5v) is must be disclosed pursuant due to a judicial or governmental requirement or judicial requirement.
7.5 Neither order, provided that where permitted by law (A) the signing receiving party has given the disclosing party reasonable prior notice of this Agreement nor such requirement or order to give the furnishing of any Proprietary Information by either Party disclosing party a reasonable opportunity to the other shall be construed as granting the other Party expressly, by implication, by estoppel object or otherwise, any license under any invention, patent, trademark, copyright to seek a protective order or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate appropriate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.,
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Proprietary Information. 7.1 Each Party anticipates 5.1 The parties anticipate that it may be necessary to provide access to confidential and/or proprietary information to each other pursuant to this Agreement in preparation of a confidential or proprietary nature the Proposal and/or performance of Services (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement). To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party party at the time of disclosure. Where concurrent identification of such information Proprietary Information is not feasible, the disclosing Party party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 5.2 Each Party agrees that it will hold such party shall protect the confidentiality of the Proprietary Information confidential in the same manner as it holds protects its own proprietary information of like kind; provided that, with respect to the handling of any Proprietary Information of like kindthe Client, but in any case, by the use of each party will at least reasonable careall times comply with applicable professional standards to which AA is subject. Disclosures of Proprietary Information shall be restricted to those individuals who are directly participating in preparation of the Proposal and other work related to the ProjectServices. Each Party The parties shall return all such Proprietary Information of the other upon the earlier of a request by the disclosing party or upon termination of the Agreement and completion of all pending Projectsthis Agreement.
7.3 5.3 Neither Party party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) a. Proprietary Information furnished by the Team Leader AA may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader Subcontractor in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.;
(c) b. Proprietary Information furnished by either Party the Subcontractor may be used by AA in performing its obligations under the Contract;
c. Proprietary Information furnished by AA or the Subcontractor may be used in accordance with written authorization received from the disclosing Partyparty.
7.4 d. To respond to a subpoena or other validly issued administrative or judicial process.
5.4 The limitations on reproduction, disclosure, and or use of Proprietary Information shall not apply to, and neither Party party shall be liable for, reproduction, disclosure disclosure, or use of Proprietary Information of the other where:
a. Prior to the extent such informationreceipt under this Agreement, the information was developed independently by the party receiving it, or was lawfully received from other sources without an obligation of confidence, including the Client; or
b. Subsequent to the receipt under this Agreement: (1i) the information is published or otherwise disclosed to others by the disclosing party without restriction, (ii) the information has been lawfully obtained by the party receiving it from other sources, (iii) the information otherwise comes within the public knowledge or becomes generally known to the public from a source other than without breach of this Agreement, or (iv) the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) information is independently developed by personnel the party receiving it.
5.5 Neither the execution of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement Agreement, nor the furnishing of any Proprietary Information by either Party to the other party shall be construed as granting to the other Party party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and party furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 5.6 The provisions of this Article VII V shall survive termination of this Agreement and any Proposal effortAgreement.
Appears in 2 contracts
Samples: Subcontract Agreement (Igenisys Inc), Subcontract Agreement (Igenisys Inc)
Proprietary Information. 7.1 Each 16.1 UTSI and TTL, to the extent of their contractual and lawful right to do so, will exchange proprietary or confidential information as reasonably necessary for each to perform its obligations hereunder. All information relating to these Terms and Conditions and any Purchase Orders accepted hereunder provided by either party to the other, whether oral or written and all software will be and is hereby deemed to be confidential and proprietary information (“Proprietary Information”).
16.2 Except as set forth in Section 15.3 below, a party receiving Proprietary Information pursuant hereto (the “Receiving Party,” which shall include the final end user customers) will not, without the prior written consent of the party disclosing such information (the “Disclosing Party”), (i) use any portion of the Proprietary Information for any purpose other than the purpose of these Terms and Conditions, or (ii) disclose any portion of the Proprietary Information to any person or entities other than the employees and consultants of the Receiving Party anticipates that it may be necessary (and UTSI’ subcontractors) who reasonably need to provide have access to information the Proprietary Information in connection with the purposes of these Terms and Conditions and who have agreed to protect Proprietary Information as though they were a confidential or proprietary nature (hereinafter referred party to as "these Terms and Conditions.
16.3 A Receiving Party will not be liable for disclosure of Proprietary Information", or part thereof, if the Receiving Party can demonstrate that such Proprietary Information (i) to the other Party was in the performance public domain at the time it was received or subsequently entered the public domain through no fault of this Agreement. To the extent possible, Proprietary Information shall be clearly identified Receiving Party; (ii) was known to or labeled as such by is in the disclosing lawful possession of the Receiving Party at the time of receipt; or (iii) is disclosed more than [***] years, except [***] years for software, after the date of receipt of the particular Proprietary Information by the Receiving Party. In the event of any legal action or proceeding or asserted legal requirement for disclosure of Proprietary Information furnished hereunder, the Receiving Party will promptly notify the Disclosing Party and, upon the request and at the expense of the Disclosing Party, will cooperate with the Disclosing Party in lawfully contesting such disclosure. Where concurrent identification of such information is not feasibleExcept in connection with any failure to discharge its responsibilities under the preceding sentence, the disclosing Receiving Party shall provide such identification as promptly thereafter as possible. However, whether or will not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Partyliable for any disclosure pursuant to court order.
7.2 Each 16.4 Proprietary Information will remain the property of the Disclosing Party agrees that and will, at the Disclosing Party’s request and after it will hold is no longer needed for the purposes of these Terms and Conditions, promptly be returned thereto or be destroyed, together with all copies made by the Receiving Party and by anyone to whom such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, has been made available by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Receiving Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effortsection.
Appears in 2 contracts
Samples: Equipment Purchase Agreement (Utstarcom Inc), Equipment Purchase Agreement (Utstarcom Inc)
Proprietary Information. 7.1 Each Except as otherwise provided in this Section 5.1, each Party anticipates that it may be necessary to provide access to information (on behalf of a confidential itself and each of its present and future Affiliates or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibletheir respective Representatives, the disclosing Party “Receiving Party”) shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansmaintain in confidence, and use only in connection with the pricing exercise of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that rights granted to it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kindunder this Agreement or any Transaction Document, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination Party (the “Disclosing Party”) or any of its Affiliates. As used herein, “Proprietary Information” shall have the following meaning: (a) with respect to Harpoon, the Retained Assets and any information or materials provided by Harpoon to Maverick pursuant to Section 2.10(c) (to the extent not related to the Maverick Field and subject to the proviso below), Section 2.10(d) (to the extent not related to the Maverick Field), Section 2.10(e) (to the extent not related to the Maverick Field) or Section 7.1 below (and hence Maverick shall be considered the Receiving Party, and Harpoon shall be considered the Disclosing Party, with respect thereto, regardless of whether there is any disclosure thereof from Harpoon to Maverick); provided that Harpoon shall be considered the Receiving Party, and Maverick shall be considered the Disclosing Party with respect to that portion of the Agreement Mixed Books and completion Records related to the Maverick Field, and (b) with respect to Maverick, the Transferred Assets (including any Transferred Assets disclosed prior to the Effective Time to, or continued to be held after the Effective Time by, a Third Party pursuant to a Retained Contract) and any information or materials provided by Maverick to Harpoon pursuant to Section 2.10(d) (to the extent related to the Maverick Field), Section 2.10(e) (to the extent related to the Maverick Field) or Section 7.1 below (and hence Harpoon shall be considered the Receiving Party, and Maverick will be considered the Disclosing Party with respect thereto, regardless of all pending Projects.
7.3 Neither whether there is any disclosure thereof from Maverick to Harpoon). The obligations of the Receiving Party shall reproduce, under this Section 5.1 not to disclose or use Proprietary Information of the other except Party shall not apply, however, to information within the Proprietary Information to the extent that the Receiving Party establishes that any such information: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as follows:amended.
(a) Proprietary Information furnished is or has become published, generally known or generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Team Leader may be used by the Team Member Receiving Party in performing its obligations under breach of this Agreement and any resulting subcontract.Agreement;
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission is disclosed to the ClientReceiving Party, and in performance other than under an obligation of confidentiality, by a resulting subcontract between the Parties for a Project.Third Party who had no obligation not to disclose such information to others; or
(c) Proprietary Information furnished is independently developed after the ATA Closing by either the Receiving Party, as evidenced by contemporaneous written evidence maintained by the Receiving Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproductionordinary course of business, disclosure, and without use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of reference to the Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Disclosing Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Harpoon Therapeutics, Inc.), Asset Transfer Agreement (Harpoon Therapeutics, Inc.)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "a) All Proprietary Information") , whether so marked or not, which is disclosed by one party to the other Party during the term of this Agreement shall be maintained in confidence by the performance receiving party and shall not be disclosed by the receiving party to any other person or entity, or used (or caused to be used) for the benefit of any other person or entity, without the prior written consent of the disclosing party, except to the extent that such Proprietary Information: (i) is necessary to be disclosed to agents, consultants, or other third parties for the test, or commercialization of the Licensed Products, which persons or entities first agree in writing to be bound by equivalent confidentiality obligations; or (ii) is required to be disclosed by law or pursuant to the request of a court or governmental agency; provided, however that the required party shall provide the owner of the requested Proprietary Information with at least ten (10) days' advance written notice of such legal requirement prior to disclosure and assist such party as requested in obtaining a protective order or other similar relief for such Proprietary Information. The obligations of the parties hereunder shall continue in full force and effect during the term hereof and for a minimum period of five (5) years following the termination of this Agreement. To the extent possible; provided, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasiblehowever, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold if any such Proprietary Information confidential constitutes a trade secret, as defined under applicable law, such obligations shall remain in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted effect with respect to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use for so long beyond such five-year period as such Proprietary Information of the other except continues to constitute a trade secret as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractso defined.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation Each party hereto acknowledges that any breach of the Proposal for submission obligations set forth in this Section 6.1 would result in irreparable harm to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party party for which monetary damages provide alone would be an inadequate insufficient remedy. Thus, and although nothing in this Section will prohibit pursuit of any remedies available against any party under applicable law (which shall be cumulative with those remedies set forth herein), each party specifically agrees that, in addition the event of any threatened or actual breach of such provisions by it, the other party shall be entitled to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party and other equitable relief including, without limitation, an equitable accounting of earnings, profits, and other benefits, from violations or further violations a court of this Article VIIcompetent jurisdiction, as well as reimbursement of any attorneys' fees and other costs incurred in obtaining such relief.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Marketing and License Agreement (Color Imaging Inc), Marketing and License Agreement (Color Imaging Inc)
Proprietary Information. 7.1 Each Except as otherwise provided in this Section 5.4, each Party anticipates that it may be necessary (the “Receiving Party”) shall maintain in confidence and use only for purposes of this Agreement any confidential information and data disclosed and materials supplied to provide access to information of a confidential such Party by another Party (the “Disclosing Party”) under this Agreement or proprietary nature any other Transaction Document (hereinafter referred to as "such information, data and materials, collectively “Proprietary Information"”). For purposes of this Section 5.4, (i) all “Confidential Information” disclosed pursuant to the other Party in Non-Disclosure Agreement, dated December 16, 2008, by and among Neuromed Pharmaceuticals Ltd., a Canadian corporation (“NPL”), Neuromed Pharmaceuticals Inc., a Delaware corporation (“NPI”), and Purchaser (the performance of this “Prior Agreement. To the extent possible, Proprietary Information ”) shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kindSeller (and hence Purchaser shall be considered the Receiving Party with respect thereto) except to the extent it comprises Transferred Assets and except as provided below, but (ii) the Transferred Assets shall be deemed Proprietary Information of Purchaser (and hence Seller shall be considered the Receiving Party with respect thereto), and (iii) subject to the understandings set forth in any caseclauses (i) and (ii) of the sentence, by all disclosures under the use of at least reasonable care. Disclosures Prior Agreement shall be considered to be disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal protected by and other work related to the Project. Each Party shall return all such Proprietary Information of extent set forth in this Section 5.4, notwithstanding the other upon mutual agreed termination of the Prior Agreement by the Parties. For purposes of the definitions of Receiving Party and completion Disclosing Party, Seller, NPI and NPL shall be deemed a single Party. The obligations of all pending Projects.
7.3 Neither the Receiving Party shall reproduce, under this Section 5.4 not to disclose or use Proprietary Information of the other except as followsParty shall not apply, however, to the extent that any such information, data or materials:
(ai) Proprietary Information furnished have been or are hereafter published or otherwise become public, other than by acts or omissions of the Team Leader may be used by the Team Member Receiving Party in performing its obligations under breach of this Agreement and any resulting subcontract.Agreement;
(bii) Proprietary Information furnished the Receiving Party can demonstrate by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission competent evidence have been disclosed to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished Receiving Party by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having that has the legal right to disclose it and having no such information without breaching any known obligation of confidentiality to confidentiality;
(iii) the disclosing Receiving Party with respect to the applicable information; (3) is furnished to others can demonstrate by its owner without restriction on disclosure; (4) is competent evidence have been independently developed by personnel employees, agents or consultants of the receiving Receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither without use of the signing of this Agreement nor the furnishing of any Disclosing Party’s Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled evidenced by the Receiving Party’s business records; or
(iv) have been disclosed by the Receiving Party disclosing and furnishing samewith the prior written consent of the Disclosing Party.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Combinatorx, Inc), Asset Purchase Agreement (Combinatorx, Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to All confidential information of a confidential or proprietary nature either party disclosed to the other party in connection with the Research hereunder (hereinafter referred to as "Proprietary Confidential Information") will be treated by the receiving party as confidential and restricted in its use to only those uses contemplated by the terms of this Agreement. Any information which is to be treated as confidential must be clearly marked as confidential prior to transmittal to the other Party party. If such Confidential Information is disclosed orally, it shall be identified as being confidential at the time of disclosure, and shall thereafter be summarized in writing within 30 days, marked as confidential, and transmitted to the receiving party. The Sponsor may submit Confidential Information only to the Principal Investigator, who shall be free to refuse to accept such Confidential Information. The obligations of this paragraph shall survive and continue for five (5) years after termination of this Agreement. Specifically excluded from such confidential treatment shall be information which: (a) as of the date of disclosure and/or delivery, is already known to the party receiving such information; (b) is or becomes part of the public domain, through no fault of the receiving party; (c) is lawfully disclosed to the receiving party by a third party who is not obligated to retain such information in confidence; (d) is independently developed at the receiving party, as demonstrated by its written records, by someone not privy to the Confidential Information; or (e) is required to be disclosed to comply with applicable laws or governmental regulations, provided that the disclosing party receives prior written notice of such disclosure and that the receiving party takes all reasonable and lawful actions to minimize the extent of such disclosure and, if possible, to avoid such disclosure.
(1) use the Proprietary Materials for any purpose other than the conduct of the Research, or (2) make the Proprietary Materials available to third party without the prior written consent of the Sponsor. Materials developed in the performance of this Agreement. To the extent possible, Proprietary Information Agreement shall be clearly identified treated as described in Section 8. Each party shall retain full ownership of any Confidential Information or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential Materials in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information possession of the other upon party. At the termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of each party shall use its best efforts to secure the Proposal for submission to the Clientreturn of, or destroy, any Confidential Information or Proprietary Materials that are in its possession and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished are owned by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other party, unless such party grants specific written permission to the extent retain possession of such information: (1) becomes known to the public from a source other than the receiving Party; (2) was Confidential Information or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementProprietary Materials.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 2 contracts
Samples: Sponsored Research Agreement (Inspire Pharmaceuticals Inc), Sponsored Research Agreement (Inspire Pharmaceuticals Inc)
Proprietary Information. 7.1 Each Party anticipates that it may All oral and written information disclosed to the other party (including, without limitation, this Agreement and its terms) is deemed to be necessary confidential, restricted and proprietary to provide access to information of a confidential or proprietary nature the disclosing party (hereinafter referred to as "Proprietary Information") ). Each party agrees to use the Proprietary Information received from the other Party in party only for the performance purpose of this Agreement. To the extent possibleExcept as specified in this Agreement, Proprietary Information shall be clearly identified no other rights, and particularly licenses, to trademarks, inventions, copyrights, patents, or labeled as such any other intellectual property rights are implied or granted under this Agreement or by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures conveying of Proprietary Information shall between the parties. Proprietary Information supplied is not to be restricted reproduced in any form except as required to those individuals who are participating accomplish the intent of, and in preparation accordance with the terms of this Agreement. The receiving party must provide the same care to avoid disclosure or unauthorized use of Proprietary Information as it provides to protect its own similar proprietary information but in no event will the receiving party fail to use reasonable care under the circumstances to avoid disclosure or unauthorized use of Proprietary Information. All Proprietary Information must be retained by the receiving party in a secure place with access limited to only such of the Proposal receiving party's employees, who need to know such information for purposes of this Agreement and other work related to such third parties as the Projectdisclosing party has consented to by prior written approval. Each Party shall return all Lucent may disclose to its subcontractors and agents such Proprietary Information of Customer that is necessary to enable the other upon termination subcontractors and agents to perform Services under this Agreement, provided that each subcontractor or agent has agreed in writing to maintain the confidentiality of Customer's Proprietary Information. All Proprietary Information, unless otherwise specified in writing (i) remains the property of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproducedisclosing party, disclose or use Proprietary Information of the other except as follows:
(aii) Proprietary Information furnished by the Team Leader may must be used by the Team Member receiving party only for the purpose for which it was intended, and (iii) such Proprietary Information, including all copies of such December 6, 2004 information, must be returned to the disclosing party upon request of the disclosing party, and, in performing its any event, upon termination of this Agreement. At the request of the disclosing party, the receiving party will furnish a certificate of an executive of the receiving party certifying that Proprietary Information not returned to disclosing party has been destroyed. The obligations under this Agreement and any resulting subcontract.
contained in the preceding paragraph shall not apply to Proprietary Information that (a) is or becomes public knowledge without the fault or action of the receiving party, (b) Proprietary Information furnished is received by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public receiving party from a source other than the receiving Party; disclosing party, which source received the information without violation of any confidentiality restriction, (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4c) is independently developed by personnel of the receiving Party who have not had access to such information; party, or (5d) is required to be disclosed pursuant to governmental law or judicial requirement.
7.5 Neither government regulation, provided the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to receiving party gives the disclosing Party for which monetary damages provide party reasonable notice of such required disclosure and an inadequate remedy, and agrees that, in addition opportunity to all other rights provided by law obtain an appropriate protective order prior to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.such disclosure
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it (1) Proprietary Information provided hereunder may be necessary subject to provide certain additional provisions or restrictions in licenses BNYM and/or its Affiliates have with Information Providers or such Information Providers may require Client to agree to certain terms and conditions. Such additional provisions, restrictions and requirements are shown on the Data Terms Web Site. Terms on the Data Terms Web Site may be revised periodically with concurrent notice to the Client, which notice may be provided via the BNYM Web Sites. Use of the Electronic Delivery Mechanism, and continued use of the Electronic Delivery Mechanism following revision of any terms on the Data Terms Web Site, constitutes Client's acceptance of and agreement to the then-current terms shown on the Data Terms Web Site.
(2) Client's use of the Proprietary Information may require Client to enter into additional contracts directly with Information Providers or other Third Party Service Providers. In the event that Client's rights under its agreement with any such provider conflict with the terms of this EASA, the terms of Client's provider agreement shall prevail.
(3) Except to the extent Client is permitted otherwise pursuant to its own licenses with applicable Information Providers, Client agrees that the Proprietary Information shall be solely for its internal use. As used herein, Client's "internal use" may include Client making available such Proprietary Information to its third party professional advisors provided such advisors are legally obligated to treat such Proprietary Information in a confidential manner and legally prohibited from using such Proprietary Information in any manner other than in support of its services to Client. Client also agrees not to, and to cause Authorized Users and third party professional advisors, not to (i) reproduce or repackage, retransmit, disseminate, sell, distribute, publish, broadcast, or circulate to third parties not covered by "internal use" or otherwise commercially exploit Proprietary Information, (ii) identify and extract Proprietary Information from the Electronic Delivery Mechanism independent of any Client Data, (iii) use Proprietary Information in any Client or third party software application except to the extent formally approved by BNYM in writing, or (iv) use Proprietary Information in an environment shared by the Client and third parties, in each case without the express written consent of BNYM and without first obtaining any licenses needed from the relevant Information Provider(s). The foregoing shall not be construed to permit Client to allow any third party professional advisor other than its independent public accounting firm or regulators of relevant jurisdiction to have direct access to information the Electronic Delivery Mechanism through the use of a confidential or proprietary nature user id and password issued to Client. In the event Client requires any such professional advisor to have such direct access other than as contemplated herein, Client shall notify BNYM in writing and BNYM will have the right to require such third party professional advisor to execute a separate EASA. For the avoidance of doubt, nothing in the foregoing shall prohibit Client from providing access to the Electronic Delivery Mechanism by temporary contractors engaged by Client and required to have access to the Electronic Delivery Mechanism to perform services for Client (hereinafter each referred to as "Proprietary Informationtemporary contractor") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party).
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Global Custody Agreement (American Funds Emerging Markets Bond Fund)
Proprietary Information. 7.1 Each Party anticipates that it 5.1 Unless otherwise subject to a separate nondisclosure agreement which shall remain in effect during the term of this Agreement, in the course of performance under this Agreement, the Parties may be necessary disclose to provide access to information each other Proprietary Information. For purposes hereof, “Proprietary Information” of a confidential Party is defined as all information, data, material and documentation of such Party, whether disclosed to or proprietary nature (hereinafter referred to as "Proprietary Information") to accessed by the other Party in connection with this Agreement, including, without limitation, (a) all information of such Party or its respective clients, suppliers, contractors and other third parties doing business with it, (b) the performance terms of this AgreementAgreement and (c) any information developed by reference to or use of such Party’s Proprietary Information. To the extent possible, All such Proprietary Information disclosed under this Agreement shall remain the property of, and be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibledeemed proprietary to, the disclosing Party Party. Oral information shall provide such identification as promptly thereafter as possiblenot be subject to any nondisclosure obligation under this Agreement unless that oral information (or a reasonable description or summary of the contents of the oral information) is reduced to writing within five (5) business days after disclosure. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such to keep all Proprietary Information confidential of the other in strict confidence, and to use the same manner same, but no less than a reasonable, degree of care to protect such information as it holds uses to protect its own Proprietary Information of like kind, but in any case, by the use of at least reasonable careInformation. Disclosures Disclosure of Proprietary Information shall be restricted to those individuals persons who are directly participating in the preparation of Responses and / or the Proposal provision of Services identified in the Sub-Teaming Agreement or Subcontracting Agreement, each of whom shall be under the nondisclosure requirements of this Section 5.1 (with each party responsible for the compliance of such persons), and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement shall be used solely and completion of all pending Projectsexclusively in support thereof.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission 5.2 The obligation to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of protect Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information to any of the other to the extent such informationfollowing: (1a) becomes known information that has been or is made available to the public by the disclosing Party or by a third Party not under a similar obligation of confidentiality; (b) information which becomes lawfully known or available to the receiving Party from a source other than the receiving disclosing Party; (2c) was or becomes information which is known to the receiving Party from independently of the disclosing Party; (d) information that was independently developed by the receiving Party, and (e) information required to be disclosed by a Third legal action, a requirement under government regulations or an investigatory subpoena, provided, however, that the receiving Party having the right to disclose it and having no obligation of confidentiality to shall give the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel notice of the legal request and take reasonable and lawful action to avoid or minimize the degree of such disclosure.
5.3 The receiving Party who have not had access to such information; shall return or (5) is disclosed pursuant to governmental or judicial requirementdestroy the disclosing Party’s Proprietary Information, including all copies thereof, as directed by the disclosing Party. The disclosing Party may request written certification of destruction.
7.5 Neither 5.4 Each Party acknowledges that the signing of this Agreement nor the furnishing other Party will suffer irreparable injury as a result of any misuse, disclosure or duplication of its Proprietary Information by either the other Party in violation of this clause. Accordingly, the injured Party shall be entitled in such event to seek injunctive relief in addition to any other applicable remedies, including the recovery of damages.
5.5 Nothing in this Agreement shall be deemed to grant or confer any right, title, or interest in a Party’s Proprietary Information or other intellectual property to the other Party. The inventorship of intellectual property under this Agreement or any Sub-Teaming Agreement or Subcontracting Agreement shall be construed as granting determined according to United States law, and the ownership of such intellectual property shall follow the inventorship. Each Party shall cooperate with the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameto enable it to perfect its patent rights.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury 5.6 The foregoing rights, obligations and restrictions as to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII Proprietary Information shall survive the expiration or termination of this Agreement and any Proposal effortfor a period of five (5) years.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it 5.1 Unless otherwise subject to a separate nondisclosure agreement which shall remain in effect during the term of this Agreement, in the course of performance under this Agreement, the Parties may be necessary disclose to provide access to information each other Proprietary Information. For purposes hereof, “Proprietary Information” of a confidential Party is defined as all information, data, material and documentation of such Party, whether disclosed to or proprietary nature (hereinafter referred to as "Proprietary Information") to accessed by the other Party in connection with this Agreement, including, without limitation, (a) all information of such Party or its respective clients, suppliers, contractors and other third parties doing business with it, (b) the performance terms of this AgreementAgreement and (c) any information developed by reference to or use of such Party’s Proprietary Information. To the extent possible, All such Proprietary Information disclosed under this Agreement shall remain the property of, and be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibledeemed proprietary to, the disclosing Party Party. Oral information shall provide such identification as promptly thereafter as possiblenot be subject to any nondisclosure obligation under this Agreement unless that oral information (or a reasonable description or summary of the contents of the oral information) is reduced to writing within five (5) business days after disclosure. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such to keep all Proprietary Information confidential of the other in strict confidence, and to use the same manner same, but no less than a reasonable, degree of care to protect such information as it holds uses to protect its own Proprietary Information of like kind, but in any case, by the use of at least reasonable careInformation. Disclosures Disclosure of Proprietary Information shall be restricted to those individuals persons who are directly participating in the preparation of Responses and / or the Proposal provision of Services identified in the Sub-Teaming Agreement or Subcontracting Agreement, each of whom shall be under the nondisclosure requirements of this Section 5.1 (with each party responsible for the compliance of such persons), and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement shall be used solely and completion of all pending Projectsexclusively in support thereof.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission 5.2 The obligation to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of protect Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information to any of the other to the extent such informationfollowing: (1a) becomes known information that has been or is made available to the public by the disclosing Party or by a third Party not under a similar obligation of confidentiality; (b) information which becomes lawfully known or available to the receiving Party from a source other than the receiving disclosing Party; (2c) was or becomes information which is known to the receiving Party from independently of the disclosing Party; (d) information that was independently developed by the receiving Party, and (e) information required to be disclosed by a Third legal action, a requirement under government regulations or an investigatory subpoena, provided, however, that the receiving Party having the right to disclose it and having no obligation of confidentiality to shall give the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel notice of the legal request and take reasonable and lawful action to avoid or minimize the degree of such disclosure.
5.3 The receiving Party who have not had access to such information; shall return or (5) is disclosed pursuant to governmental or judicial requirementdestroy the disclosing Party’s Proprietary Information, including all copies thereof, as directed by the disclosing Party. The disclosing Party may request written certification of destruction.
7.5 Neither 5.4 Each Party acknowledges that the signing of this Agreement nor the furnishing other Party will suffer irreparable injury as a result of any misuse, disclosure or duplication of its Proprietary Information by either the other Party in violation of this clause. Accordingly, the injured Party shall be entitled in such event to seek injunctive relief in addition to any other applicable remedies, including the recovery of damages. 5.5 Nothing in this Agreement shall be deemed to grant or confer any right, title, or interest in a Party’s Proprietary Information or other intellectual property to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license Party. The inventorship of intellectual property under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and or any Proposal effort.Sub-Teaming Agreement or
Appears in 1 contract
Samples: Master Teaming Agreement
Proprietary Information. 7.1 Each 6.1. In carrying out this Agreement, each Party anticipates that it (the “Protected Party”) may be necessary to provide access to information of a confidential or proprietary nature disclose its Proprietary Information (hereinafter referred to as "Proprietary Information"defined below) to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each (“Restricted Party's client lists, business plans”), and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Restricted Party agrees that it will shall (1) hold such the Protected Party’s Proprietary Information confidential in confidence and protect it with the same manner as it holds degree of care that the Restricted Party uses to protect its own Proprietary Information of like kindInformation, but in any case, by no event shall the Restricted Party use of at least less than reasonable care. Disclosures of Proprietary Information shall be restricted , and (2) not use such information for the Restricted Party’s own business other than as necessary to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such carry out this Agreement, provided, however, either party may disclose Proprietary Information of the other upon termination as required by law, legal process or regulatory authority. The Protected Party’s Proprietary Information shall remain the sole property of the Agreement and completion of all pending ProjectsProtected Party.
7.3 Neither 6.2. As used in the foregoing paragraph, “Proprietary Information” means the proprietary, confidential and other non-public information relating to the business of a Party, including business processes, software, pricing, customer materials (such as training manuals and policy and procedure manuals), and organizational structure of the party, exclusive of any such information that (1) was, at the time of disclosure to it, in the public domain; (2) becomes generally available to the public through no act, omission or fault of the other Party, or (3) at the time of disclosure was already in the possession of the other Party and not subject to any existing restriction on disclosure or use.
6.3. In addition, a Party shall reproduce, disclose or use not be considered to have breached its obligations by disclosing Proprietary Information of the other Party (I) as required by law, except with respect to those laws and regulations described in item (II), to satisfy any legal requirement of a competent government body; provided that, immediately upon receiving any such request and to the extent that it may legally do so, such Party advises the other Party of the request prior to making such disclosure in order that the other Party may interpose an objection to such disclosure, take action to assure confidential handling of the Proprietary Information, or take such other action as follows:it deems appropriate to protect the Proprietary Information; or (II) as required pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation system or federal or state securities laws or insurance or health regulations; provided that the Parties shall cooperate to minimize disclosure (e.g., redaction) consistent with such agreements, rules, laws, and regulations, including that the disclosing Party shall notify the other Party before such disclosure.
(a) 6.4. This section, and the obligations of the Parties set forth herein, shall survive termination of this Agreement.
6.5. Each Party’s Proprietary Information furnished by shall remain the Team Leader may property of that Party. Nothing contained in this Section 5 shall be used by construed as obligating a Party to disclose its Proprietary Information to the Team Member in performing its obligations under this Agreement other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Proprietary Information of the other Party, and any resulting subcontractsuch obligation or grant shall only be as provided by other provisions of this Agreement.
6.6. Customer hereby grants to Epiq Scripts a limited non-exclusive license to use Customer’s trademarks, service marks, trade names, service names, insignia, internet domain names, logos and corporate names (b“Marks”) Proprietary Information furnished by solely in connection with the Team Member may be used by the Team Leader in performing its performance of Epiq Scripts’ obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it use Customer’s name over the telephone, the internet and having no obligation in written materials in performing the services. Such use of confidentiality Customer’s Marks must conform to the disclosing Party with respect any written instructions provided by Customer to Epiq Scripts in this regard, as may be further specified in the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementSOW.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each A. During the term and in furtherance of this Agreement, either Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") disclose to the other information or data that the disclosing party considers to be proprietary, competition sensitive, company confidential, or secret ("Information").
B. The receiving Party agrees, from the date of disclosure, to protect the Information received from the disclosing Party. In order to be subject to this provision, such Information, if in written form, shall be identified at the time of the disclosure by an appropriate legend, marking stamp or positive written identification on the face thereof to be "proprietary", or if an oral disclosure is made, such Information shall be identified at the time of disclosure by giving appropriate notice to the receiving Party, provided, however, that the following Information shall always be deemed "proprietary" whether or not it is marked as such: software, inventions, customer lists, future product plans and financial information. The receiving Party shall maintain and protect the disclosing Party's Information with the same degree of care it normally uses in the performance protection of its own such Information.
C. The receiving Party agrees not to use directly or indirectly, any such Information for its own benefit or for the benefit of any other person, firm or corporation in a manner inconsistent with the purpose of this Agreement. To The receiving Party may disclose such Information to its officers, those of its employees and others under its control having a need-to-know, all of whom will be required to maintain the extent possible, Proprietary disclosed Information or data in their confidence. The receiving Party shall be clearly identified defined as the Party to this Agreement who is receiving the Information, and any parent organization, subsidiaries or labeled as such by affiliates thereof, including any companies that are affiliates of the disclosing receiving Party.
D. The restriction on disclosure set forth herein shall not apply:
1. to information that receiving Party can document was generally available to the public at the time of disclosure;
2. Where concurrent identification to information that receiving Party can document was already known to receiving Party as evidenced by its tangible records before it received Information from disclosing Party;
3. to information developed independently from receipt by personnel having no knowledge of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possibleInformation;
4. However, whether to information that is in the public domain or falls into public domain through no breach of this Agreement by receiving Party;
5. to information that is rightfully obtained by receiving Party from a third Party and not so designated, each Party's client lists, business plans, under any obligation of confidentiality;
6. to information that is provided by disclosing Party to a third Party and the pricing not under any obligation of its products and services will be deemed the confidential confidentiality; or
7. to information that receiving Party develops independently of such Information received from disclosing Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information E. Part VIII of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information this Agreement shall be restricted to those individuals who are participating in preparation effective from the day and year first above written, and shall remain effective for ten (10) years thereafter. Upon the termination of this Agreement, the Proposal and other work related to the Project. Each receiving Party shall return to disclosing Party all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations received under this Agreement and any resulting subcontractpurge all Information from receiving Party's computers and software, in whatever form, and shall certify to disclosing Party as to such returning or purging.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 F. The provisions of set forth in this Article VII Part VIII shall survive the termination of this Agreement and any Proposal effortAgreement.
Appears in 1 contract
Proprietary Information. 7.1 12.1 Each Party anticipates that it may be necessary party acknowledges the other party's ownership of trade secrets, proprietary or confidential information, including but not limited to provide access products, planned products services or planned services, the identity of or information concerning customers or prospective customers, data, financial information, computer software, processes, methods, knowledge, inventions, ideas, marketing promotions, discoveries, inventions, patents, copyrights, marks, current or planned activities, research development or other information relating to information the other party's business activities or operations and those of a confidential its customers or proprietary nature subcontractors, as well as the pricing and other terms and conditions of this Agreement (hereinafter collectively referred to hereinafter as the "Proprietary Information"). ------------------------
(a) This Agreement creates a confidential relationship between Customer and Calypso and, in the course of, negotiating performing this Agreement, including providing Equipment and licensing software pursuant to this Agreement, the disclosing party may disclose Proprietary information to the other Party receiving party. The receiving party will keep Proprietary information confidential and, except as directed or authorized in writing, will use Proprietary Information only to provide, the Equipment, Software and services pursuant to this Agreement and will not disclose to any person or entity, directly or indirectly, in whole or in part, any Proprietary Information, information prepared from Proprietary Information, or information that comes into possession by reason of services hereunder. Dissemination of Proprietary Information will be limited to the personnel within the receiving party's organization with a need to know and solely for the purpose of the performance of this Agreementduties hereunder. Upon cessation of work hereunder, the receiving party will return or destroy and certify to the disclosing party such destruction of all documents, papers and other materials in its control that contain or relate to Proprietary Information. To the extent possible, Proprietary Information shall practicable all proprietary information disclosed to the receiving party will be clearly promptly identified or labeled as such by the disclosing Party at party in writing.
(b) The receiving party will protect the time Proprietary Information from unauthorized use or disclosure by exercising the same degree of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing care that it uses with respect to Information of its own of a similar nature, but in no event less than reasonable care.
12.3 Customer acknowledges and agrees that the Equipment and Software constitute and embody the valuable trade secrets and intellectual property of Calypso developed at great expense to Calypso. Customer may not sell, assign or otherwise transfer any of the Equipment and Software to a third party other than a telecommunications carrier for its own internal use in providing telecommunication services, without the prior written consent of Calypso. Customer agrees that it would be reasonable for Calypso to withhold its consent to any such sale, assignment or transfer of any Equipment or Software to a company involved in 15 /s/ J.S.A. /s/ J.Z.M. ------ ------ Atel S.A. the development, marketing, distribution or sale of any products that are competitive with the Equipment and services Software.
12.4 Notwithstanding anything to the contrary contained herein, no information will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in if the party receiving such information hereunder or any of its Affiliates ("Receiving Party") can ---------------- demonstrate that such information: (a) is generally known to the public on the date of disclosure of same manner as it holds its own Proprietary Information or becomes generally known to the public after such date through no breach of like kind, but in this Agreement or any case, other obligation of confidentiality; (b) is independently developed by the use Receiving Party alter the date of at least reasonable care. Disclosures of Proprietary Information shall be restricted disclosure by employees without access to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination Disclosing Party; (c) is approved for release by written authorization of the Agreement Disclosing Party, but only to the extent of and completion subject to such conditions as may be imposed in such written authorization; (d) is required by law, rule or regulation, including requirements of all pending Projectsthe applicable securities exchanges, to be disclosed, but only to the extent and for the purposes of such required disclosure and subject to Section 14.5; or (e) is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order and subject to Section 12.5.
7.3 Neither 12.5 If a Receiving Party shall reproduce, is or may be required by law or court order to disclose or use any Proprietary Information of the other except as followsa Disclosing Party, such Receiving Party:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement will provide to such Disclosing Party immediate notice of such possible disclosure; and any resulting subcontract.
(b) will permit such Disclosing Party, at its expense, to take all reasonable actions to eliminate such requirement of such disclosure, to limit the scope of same and to obtain protective orders to protect the confidentiality of such Proprietary Information furnished by Information, including, without limitation, filing motions and otherwise making appearances before the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Projectcourt.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 12.6 The provisions of this Article VII shall 12 will survive any termination or expiration of this Agreement and any Proposal effortAgreement.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates In the event Sierra Space Corporation and Seller have entered into a Non-Disclosure (Proprietary Information) agreement (NDA/PIA) for the Purpose which the Purchase Order has been issued against and that NDA/PIA remains in effect, the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties: Sierra Space Corporation and Seller anticipate that under the Agreement it may be necessary for either to provide access disclose to the other information of a confidential or proprietary nature (hereinafter referred to as "nature. Proprietary Information") to the information that may be disclosed under this Agreement includes, but is not limited to, drawings, specifications, non-public product information, and other Party in the performance of this Agreementtechnical capabilities. To the extent possible, Proprietary Information information shall be clearly identified or labeled as such by the disclosing Party party at the time of disclosure. Where concurrent identification All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds used to protect its own Proprietary Information of like kindproprietary information, but in any case, by the use of at least no case less than reasonable care. Disclosures of Proprietary Information such information shall be restricted to those individuals who have a need to know and are directly participating in preparation of the Proposal and other work efforts related to the ProjectAgreement. Each Party Neither party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproducemake any reproduction, disclose disclosure, or use Proprietary Information of the other such proprietary information except as follows:
(a) Proprietary Information Such information furnished by the Team Leader Buyer may be used by the Team Member Seller in performing its obligations under this Agreement and any resulting subcontract.the Agreement.
(b) Proprietary Information Such information furnished by the Team Member Seller may be used by the Team Leader Xxxxx in performing its obligations under this the Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party Such information may also be used in accordance with any written authorization received from the disclosing Party.
7.4 party. The limitations on reproduction, disclosure, and or use of Proprietary Information proprietary information shall not apply to, and neither Party party shall be liable for, reproduction, disclosure disclosure, or use of Proprietary Information proprietary information with respect to any of the other following conditions:
(d) If, prior to the extent such information: (1) becomes receipt thereof under the Agreement, the information has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the public domain prior to disclosure hereunder.
(e) If, subsequent to receipt thereof under the Agreement, (i) the information is published by the party furnishing it or is disclosed by the party furnishing it to others without restriction; or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to a source other than breach of this clause; or (iii) if such information otherwise comes within the receiving Party; (2) was public knowledge or becomes generally known to the receiving Party from public.
(f) If any part of the proprietary information has been or hereafter shall be disclosed in a Third Party having the right to disclose it and having no obligation of confidentiality United States patent issued to the disclosing Party with respect party furnishing the proprietary information hereunder, then, after the issuance of said patent, the limitations on such proprietary information as disclosed in the patent shall be only that afforded by United States patent laws.
(g) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the applicable information; receiving party and actually received within fifteen (315) days of original disclosure.
(h) If such proprietary information is furnished obligated to others by its owner without restriction on disclosure; (4) is independently developed by personnel be disclosed under order of a court of competent jurisdiction so long as prompt notice of the receiving Party who have not had access order is given to the other party.
(i) If such information; or (5) proprietary information is disclosed pursuant to governmental or judicial requirement.
7.5 Neither with the signing written approval of this Agreement nor the originating party. The furnishing of any Proprietary Information proprietary information by either Party to the other party shall not be construed as granting to the other Party party either expressly, by implication, by estoppel estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret, trademark, or copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and party furnishing same.
7.6 Each Party admits for all purposes that . The foregoing shall not impact any violation license or threatened violation ownership right in information identified and set forth elsewhere in this document. Seller shall upon Buyer’s request or upon completion of this Article VII shall constitute an irreparable injury to Agreement, whichever occurs first, promptly at its option:
(1) destroy all proprietary information furnished in connection with the disclosing Party for which monetary damages provide an inadequate remedyAgreement and certify such destruction; or (2) return all proprietary information furnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and agrees that, in addition Seller shall thereafter make no further use of nor disclose to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction others any such data or equivalent remedy issued against the receiving Party to prevent said Party from violations documents or further violations of this Article VIIany information derived therefrom without Buyer’s prior written consent.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Purchase Agreement
Proprietary Information. 7.1 Each Receiving Party anticipates that it may agrees to not use Proprietary Information except to the extent required to accomplish the Project and not to disclose Proprietary Information provided by another Party to anyone other than the Awardee, a HyMARC member and a subcontractor to a HyMARC member (if any) performing work for the Project without written approval of the Disclosing Party, except to Government employees who are subject to the statutory provisions against disclosure of confidential information set forth in the Trade Secrets Act (18 U.S.C. 1905). Government employees shall not be necessary required to provide access sign non- disclosure agreements due to the provisions of the above-cited statute. In order for any information of a confidential or proprietary nature (hereinafter referred to receive protection under this NDA as "Proprietary Information", the information must meet the definition of Article I and:
(1) to for information disclosed in writing or other tangible form, be plainly marked as Proprietary Information and shall bear the other Party date of disclosure; or
(2) for information orally disclosed, the information shall be identified as Proprietary Information, orally, at the time of disclosure and confirmed in a written summary thereof, appropriately marked by the performance Disclosing Party, within thirty (30) days as being Proprietary Information and shall bear the date of this Agreementdisclosure. To the extent possible, All Proprietary Information shall be clearly identified or labeled as such protected by the disclosing Receiving Party at for a period of five (5) years from the time date of disclosure. Where concurrent identification of such information is not feasibledisclosure documented in the marking, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold unless such Proprietary Information confidential in is or becomes publicly known without the same manner as it holds its own Proprietary Information fault of like kindthe Receiving Party, but in shall come into the Receiving Party’s possession without breach of any caseof the obligations set forth herein, can be demonstrated by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted Receiving Party by written record that it was known to those individuals who are participating in preparation of the Proposal and other work related Receiving Party prior to receipt from Disclosing Party, is disclosed pursuant to a court order or applicable law or regulation (with as much advance notice to the Project. Each Disclosing Party shall return all such Proprietary Information of as is reasonably possible under the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproducecircumstances), disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel Receiving Party’s employees without use or knowledge of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information. Proprietary Information by either Party in tangible form shall be returned to the other shall be construed as granting Disclosing Party or destroyed with a written confirmation (email will suffice) submitted to the other Disclosing Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled upon request by the Party disclosing and furnishing sameDisclosing Party.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Non Disclosure Agreement
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information (a) For purposes of a confidential or proprietary nature (hereinafter referred to as this Agreement, the term "Proprietary Information") " is understood to mean technical information and data made available by one party to the other Party in the written, machine recognizable, graphic or sample form including, without limitation, drawings, photographs, sketches, models, mockups, and design or performance of this Agreementspecifications, provided such information is clearly and conspicuously labeled with "Proprietary Information" or other equivalent legend. To the extent possible, Proprietary Information shall be clearly is also understood to include such information and data disclosed orally or visually, provided that it is identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification disclosure as proprietary and, provided further, that within thirty (30) days thereafter, a written summary of such information oral or visual disclosure bearing the aforesaid type of label or legend, is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related provided to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractreceiving party.
(b) Proprietary Information furnished by the Team Member may be hereunder shall be:
(1) used by the Team Leader in performing its obligations under receiving party solely for the purpose of this Agreement; and
(2) held in confidence for the term of this Agreement and two (2) years after its termination. Such Information shall not, including preparation without prior written consent of the Proposal disclosing party, be used in connection with the manufacture or purchase of lighting fixtures for submission or from any third party or for any other purpose unrelated to this Agreement. Moreover, within the Clientreceiving party, and dissemination of Proprietary Information will be restricted to those employees involved in performance of a resulting subcontract between this Agreement and who have been informed of the Parties for a Projectterms and conditions hereof.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from Notwithstanding the disclosing Party.
7.4 The limitations on reproductionabove stated obligations of restricted use and confidentiality, disclosure, and use of Proprietary Information shall the receiving party will not apply to, and neither Party shall be liable for, reproduction, for disclosure or use of Proprietary Information such party of the other to the extent such information: information which it can establish by tangible evidence:
(1) was rightfully in its possession or known to it prior to receipt from the disclosing party;
(2) is or becomes known to the public from a source other than (without breach of the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; party's obligations hereunder);
(3) is furnished to others was rightfully acquired by its owner without restriction on disclosure; the receiving party from a third party, which generated such information independently of Proprietary Information;
(4) is was necessarily disclosed by its use or embodiment in a product that has been placed in commerce by the disclosing party; or
(5) was independently developed by personnel of the receiving Party who party provided that the person or persons developing the same have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementProprietary Information.
7.5 Neither the signing of this Agreement nor the furnishing of any (d) All Proprietary Information by either Party shall remain the property of the disclosing party. Upon demand, all Proprietary Information and any copies shall be immediately returned, including any written notes which may have been made regarding same, to the disclosing party.
(e) No rights or obligations other shall than those expressly recited herein are to be construed as granting the other Party expressly, by implicationimplied. No license is hereby granted or implied, by estoppel or otherwise, any license under any invention, patent, trademark, copyright patents (existing or other proprietary right now future) or hereafter owned or controlled for any use of Proprietary Information except such use as is expressly contemplated by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effortthe License Agreement.
Appears in 1 contract
Samples: Stock Redemption and Purchase Agreement (Advanced Lighting Technologies Inc)
Proprietary Information. 7.1 Each Party anticipates Earthwatch and BATC understand that it may be necessary data or information disclosed by either party or any of its operating divisions to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in any employee during the performance of this Agreementagreement may be deemed to be Proprietary and Confidential to the disclosing party. To Therefore, the extent possible, Proprietary Information parties undertake to treat and maintain such data in strict secrecy and confidence. Data and information generated by BATC under the terms of this contract shall be clearly identified or labeled as such considered Earthwatch Proprietary and marked accordingly. Earthwatch shall have exclusive right to use this data for other markets. Exclusive of the data and information generated under the terms of this agreement, Earthwatch and BATC understand that certain other data disclosed by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will either party may be deemed the confidential information of such Party.
7.2 Each Party agrees Proprietary and Confidential by that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by party. This Article shall not restrict the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used party of information which, as established by written documentation, is substantially in accordance with written authorization received its entirety (i) publicly available from the disclosing Party.
7.4 The limitations sources other than as a result of disclosure directly or indirectly by either party, (ii) obtained on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public a nonconfidential basis from a source other than the disclosing party which is entitled to disclose the information and/or (iii) independently developed by the receiving Party; (2) was or becomes known party without use of the other party's Proprietary data provided. Both parties shall exercise all proper diligence and use every proper precaution to prevent any other party from having access to Proprietary data provided, however, that either party shall be entitled to disclose the Proprietary data to responsible consultants, advisors, vendors and suppliers of equipment, software and services who are necessary to carry out its business and the purposes of this Agreement and who have entered into nondisclosure Contract #9602-0117 agreements with the receiving party in a form no less restrictive that the terms of this Article. Both parties shall abide by all confidentiality obligations relating to third party information that may be included in the Proprietary data disclosed to the receiving Party from a Third Party having party, provided that the receiving party is notified in writing or otherwise becomes aware of such confidentiality obligations prior to the time that the party fails to abide by such obligations, and shall indemnify and hold the other harmless form and against all claims, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or alleged to have arisen out of either party's failure to do so, provided that the other party is notified in writing by the disclosing party or otherwise becomes aware of such confidentiality obligations prior to the time of the failure to abide by such obligations. The provisions of this section shall survive rescission, termination, expiration or cancellation of this Contract. Notwithstanding any provision of this agreement, Earthwatch shall have the exclusive right to disclose it use data and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently information developed by personnel of BATC for Earthwatch in commercial markets as defined in the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Property Transfer Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expresslydated January 27, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing 1995 and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it BATC shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIuse such data and information for all other uses and markets.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Except as otherwise provided in this Section 5.8, each Party anticipates that it may be necessary (the “Receiving Party”) shall maintain in confidence and use only for purposes of this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement any confidential information and data disclosed and materials supplied to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to such Party by the other Party in (the performance “Disclosing Party”) under this Agreement or any other Transaction Document (such information, data and materials, collectively “Proprietary Information”). For purposes of this Section 5.8, (i) all “Confidential Information” disclosed pursuant to the Confidentiality Agreement between Anza and Cerus dated September 6, 2007 (the “Prior Agreement. To the extent possible, Proprietary Information ”) shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information Cerus (and hence Anza shall be restricted to those individuals who are participating in preparation of considered the Proposal and other work related Receiving Party with respect thereto) except to the Project. Each Party extent it comprises Transferred Assets and except as provided below, (ii) the Licensed Intellectual Property solely to the extent it relates to the Anza Field of Use shall return all such be deemed Proprietary Information of both Cerus and Anza (and hence each of Cerus and Anza shall be considered a Receiving Party with respect thereto) regardless whether there is any disclosure thereof from one Party to the other upon termination other, and (iii) the Transferred Intellectual Property shall be deemed Proprietary Information of Anza (and hence Cerus shall be considered the Receiving Party with respect thereto). The obligations of the Agreement and completion of all pending Projects.
7.3 Neither Receiving Party shall reproduce, under this Section 5.8 not to disclose or use Proprietary Information of the other except as followsParty shall not apply, however, to the extent that any such information, data or materials:
(ai) Proprietary Information furnished are or become generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Receiving Party in breach of this Agreement;
(ii) are disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation not to disclose such information, data or materials to others;
(iii) were already in the possession of the Receiving Party, other than under an obligation of confidentiality, prior to disclosure by the Team Leader may be used Disclosing Party, as evidenced by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreementwritten record, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other except to the extent such information: , data or materials comprise Transferred Assets or Licensed Intellectual Property; or
(1iv) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it are subsequently and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel the Receiving Party without use of or reference to the Proprietary Information of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementDisclosing Party.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it Unless otherwise subject to a separate nondisclosure agreement which shall remain in effect during the term of this Agreement, in the course of performance under this Agreement, the Parties may be necessary disclose to provide access to information each other Proprietary Information. For purposes hereof, “Proprietary Information” of a confidential Party is defined as all information, data, material and documentation of such Party, whether disclosed to or proprietary nature (hereinafter referred to as "Proprietary Information") to accessed by the other Party in connection with this Agreement, including, without limitation, (a) all information of such Party or its respective clients, suppliers, contractors and other third parties doing business with it, (b) the performance terms of this AgreementAgreement and (c) any information developed by reference to or use of such Party’s Proprietary Information. To the extent possible, All such Proprietary Information disclosed under this Agreement shall remain the property of, and be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibledeemed proprietary to, the disclosing Party Party. Oral information shall provide such identification as promptly thereafter as possiblenot be subject to any nondisclosure obligation under this Agreement unless that oral information (or a reasonable description or summary of the contents of the oral information) is reduced to writing within five (5) business days after disclosure. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such to keep all Proprietary Information confidential of the other in strict confidence, and to use the same manner same, but no less than a reasonable, degree of care to protect such information as it holds uses to protect its own Proprietary Information of like kind, but in any case, by the use of at least reasonable careInformation. Disclosures Disclosure of Proprietary Information shall be restricted to those individuals persons who are directly participating in the preparation of Responses and/or the Proposal provision of Services identified in the Sub-Teaming Agreement or Subcontracting Agreement, each of whom shall be under the nondisclosure requirements of this Section 7.1 (with each party responsible for the compliance of such persons), and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement shall be used solely and completion of all pending Projectsexclusively in support thereof.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance 7.2 The obligation of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either receiving Party may be used in accordance with written authorization received to protect and or refrain from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other Party shall not apply to any of the extent such informationfollowing: (1a) becomes known information that has been or is made available to the public by the disclosing Party or by a third Party not under a similar obligation of confidentiality; (b) information which becomes lawfully known or available to the receiving Party from a source other than the receiving disclosing Party; (2c) was or becomes information which is known to the receiving Party independently of the disclosing Party; (d) information that was independently developed by the receiving Party; nor shall a receiving Party’s obligation to protect the other Party’s Proprietary Information from disclosure apply where that information is required to be disclosed by legal mandate, legal process, a Third legal action, or other legal requirement under government regulations or an investigatory subpoena, provided, however, that the receiving Party having the right to disclose it and having no obligation of confidentiality to shall give the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel notice of the legal request and take reasonable and lawful action to avoid or minimize the degree of such disclosure.
7.3 The receiving Party who have not had access shall return or destroy the disclosing Party’s Proprietary Information, including all copies thereof, as directed by the disclosing Party. The disclosing Party may request written certification of destruction.
7.4 Each Party acknowledges that the other Party may suffer irreparable injury as a result of any misuse, disclosure or duplication of its Proprietary Information by the other Party in violation of this clause. Accordingly, the injured Party shall be entitled in such event to such information; or (5) is disclosed pursuant seek injunctive relief in addition to governmental or judicial requirementany other applicable remedies, including the recovery of damages.
7.5 Neither Party shall use Proprietary Information received from the signing other Party pursuant to this Agreement, or in the course of activities to which this Agreement or its Attachment I pertains, for any purpose other than those specifically described or contemplated by this Agreement and/or its Attachment I; nor shall any Party use the furnishing of any Proprietary Information of the other Party for any product development or other commercial purpose that is not mutually beneficial to both Parties and known to and expressly approved by either Party the disclosing Party.
7.6 Nothing in this Agreement shall be deemed to grant or confer any right, title, or interest in a Party’s Proprietary Information or other intellectual property to the other Party. The rights to intellectual property under this Agreement or any Sub-Teaming Agreement or Subcontracting Agreement shall be construed as granting determined according to United States Law, and the ownership of such intellectual property shall follow the inventor status of the originator of said property. Each Party shall cooperate with the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition enable it to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIperfect its patent rights.
7.7 The provisions of this Article VII foregoing rights, obligations and restrictions as to Proprietary Information shall survive the expiration or termination of this Agreement and any Proposal effortfor a period of five (5) years.
Appears in 1 contract
Samples: Master Teaming and Non Compete Agreement (HMS Holdings Corp)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.source
Appears in 1 contract
Samples: Joint Marketing and Services Agreement (Ixc Communications Inc)
Proprietary Information. 7.1 Each Party anticipates that it Both Corechange and Client may be necessary make available to provide access to the other confidential and proprietary materials and information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") ). All material and information provided by one party to the other Party relating to its business, policies, procedures, customs, forms, customers and strategies and identified in the performance of this Agreementwriting as "confidential" or "proprietary" shall be considered to be Proprietary Information. To the extent possible, The Licensed Materials shall be deemed Proprietary Information shall be clearly whether or not identified in writing as such. Proprietary Information does not include information that: (i) is already, or labeled otherwise becomes, generally known by third parties as such a result of no act or omission of the receiving party; (ii) subsequent to disclosure hereunder is lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (iii) is generally furnished to others by the disclosing Party at the time of party without restriction on disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, ; (iv) was already known by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted receiving party prior to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received receiving them from the disclosing Party.
7.4 The limitations on reproduction, disclosure, party and use were not received from a third party in breach of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure that third party's obligations of confidentiality; or (v) is independently developed by the receiving party without the use of Proprietary Information of the disclosing party. Each party shall maintain the confidentiality of the other party's Proprietary Information and will not use or disclose such Proprietary Information without the written consent of the other party. Notwithstanding the foregoing, a party may disclose the Proprietary Information of the other to its agents and other third parties on a need-to-know basis, provided that such parties are under a similar obligation to maintain the extent confidentiality of the Proprietary Information. Further, the parties may disclose the other's Proprietary Information in a judicial or quasi-judicial proceeding when required to do so by law when responding to a subpoena, deposition notice or similar judicial or governmental demand; in such information: (1) becomes known to situations, however, the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right party being requested to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any other's Proprietary Information by either Party shall endeavor to provide notice to the other shall be construed as granting party whereby the other Party expresslyparty may intervene in the proceeding, by implicationif it wishes, by estoppel or otherwiseand endeavor to prevent such disclosure. Additionally, the parties may disclose the other's Proprietary Information to their various regulatory agencies if required, provided they take reasonable steps to limit further disclosure. Notwithstanding any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation contrary provision of this Article VII shall constitute an irreparable injury Agreement, as long as each party protects the Proprietary Information of the other, neither the exposure to the disclosing Party for which monetary damages provide an inadequate remedyother party's Proprietary Information, nor its ownership of work products, shall prevent either party from using ideas, concepts, expressions, know-how, skills and agrees thatexperience possessed by either party prior to its association with the other party or developed by either party during its association with the other party, in addition to all so long as the Proprietary Information of the other rights provided by law to which party is not used. In case of breach, the disclosing Party shall hereby be entitled, it party shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIinjunctive relief.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates It is recognized that it may be necessary to provide access MSV and Contractor each will have developed business, financial, and technical information including but not limited to information relating to the mating and launching of a confidential or proprietary nature (hereinafter referred to as "the Launch Vehicle and the Satellite(s) that will be exchanged between the Parties. To the extent that such data is considered “Proprietary Information"” by either Party, such disclosures shall be handled in accordance with this Article 23.
23.2.1 “Proprietary Information” (i) shall be that information, data or material in written form that is conspicuously marked “Proprietary,” and that is delivered by Contractor or by MSV, as the case may be, to the representative(s) and Related Third Parties of the other Party and (ii) shall include all copies in whole or in part made of such information, data or material or derivative uses thereof. Oral disclosure, if identified as “Proprietary Information” prior to disclosure, will be treated as proprietary under this Article provided that the oral information is reduced to writing and a copy marked as “Proprietary” is sent to the recipient within thirty (30) days of such disclosure.
23.2.2 Each Party agrees not to use the other Party’s Proprietary Information for any purpose other than for the performance of this Contract. Any other use or disclosure of such Proprietary Information shall be made only upon prior written consent of the other Party.
23.2.3 Each Party agrees to restrict disclosures of the Proprietary Information of the other Party to only those having a need to know in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, Contract and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold to have all such Proprietary Information confidential in the same manner protected with reasonable care such as it holds that care normally used to protect its own Proprietary Information within its own organization. If such care is used, the recipient shall not be liable for the unauthorized disclosure of like kind, but in any case, by the Proprietary Information.
23.2.4 The aforementioned restrictions on use of at least reasonable care. Disclosures and disclosure of Proprietary Information shall be restricted to those individuals who are participating in preparation of will not apply:
23.2.4.1 If either Party can show that the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing other is or has become generally available through the public domain without fault of such Party.;
7.4 The limitations on reproduction, disclosure, and use of 23.2.4.2 If the Proprietary Information shall is in a written record in one Party’s files prior to its receipt from the other Party and is not apply to, and neither otherwise restricted as to its use or disclosure;
23.2.4.3 If either Party shall be liable for, reproduction, disclosure or use of at any time lawfully obtains the Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party in writing from a Third Party having under circumstances permitting its disclosure;
23.2.4.4 If the right Proprietary Information is disclosed with the prior written consent of the other Party, provided such disclosure complies in all respects with the terms of the written consent; such written consent shall not be unreasonably withheld to disclose it finance MSV’s business;
23.2.4.5 If the Proprietary Information disclosure is required by governmental body, or court of law, each Party will provide the other such advance notice, unless providing such notice is prohibited by the government body or court of law, and having no obligation of confidentiality will cooperate to the extent reasonable and practical (consistent with the disclosing Party Party’s legal obligations) to request confidential treatment with respect the governmental body or court of law to the applicable information; extent reasonably available, consistent with the disclosing Party’s legal obligations.
23.2.4.6 When the Proprietary Information is disclosed more than six (36) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel years after the date of receipt of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Contract for Launch Services (Skyterra Communications Inc)
Proprietary Information. 7.1 A. All business, technical, research and development and financial information and materials containing such business information provided by the parties to each other, including without limitation, lists of present or prospective customers or vendors or of persons that have or shall have dealt with the respective parties hereto, customer requirements, preferences and methods of operation, Page 105 of 119 management information reports and other computer generated reports, pricing policies and details, details of contracts, operational methods, plans or strategies, business acquisition plans, new personnel acquisition plans, product information and samples, technology, know-how, patent applications, designs and other business, technical, research and development and financial affairs learned heretofore or hereafter, are and shall be treated as confidential. Each Party anticipates party agrees for itself and on behalf of its directors, officers, employees and agents to whom such information and materials are disclosed, that it may be necessary to provide access to and they shall keep such information of a and materials confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to and retain them in strictest confidence both during and after the other Party in the performance term of this Agreement. To the extent possible, Proprietary Information Such information and materials shall not be disclosed by either party to any person except to its officers and employees requiring such information or materials to perform services pursuant to this Agreement and except to other persons under a confidentiality agreement with either party protecting such information from disclosure. Each party acknowledges and agrees that it shall be clearly identified liable to the other for damages caused by any breach of this provision or labeled as by any unauthorized disclosure or use of such confidential information and materials by its officers and employees or third parties to whom unauthorized disclosure was made. In addition to any other rights or remedies that may be available to each party, each party shall be entitled to appropriate injunctive relief or specific performance against the disclosing Party other or its officers and employees to prevent unauthorized disclosure of such confidential information and materials or other breach of this provision. Each party acknowledges and agrees that such unauthorized disclosure or other breach of this provision will cause irreparable injury to the other party and that money damages will not provide an adequate remedy. Each party shall be entitled to recover from the other its costs, expenses and attorneys' fees incurred in enforcing its rights under this Section 9. Each party shall return to the other all such information and materials covered under this Section 9 and received pursuant to this Agreement and all copies thereof immediately upon the termination of this Agreement.
B. This obligation of confidentiality shall not apply to any information that (1) was known to the receiving party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification receipt as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, evidenced by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Partytangible records; (2) was or in the public domain at the time of receipt; (3) becomes known publicly available through no fault of the party obligated to the receiving Party keep it confidential; (4) such party legitimately learns from a Third Party having the right to disclose it and having third parties who are under no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant required by applicable law or court order or other mandatory legal process to governmental or judicial requirementbe disclosed.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 C. The provisions of this Article VII Section 10 shall survive the termination or expiration of this Agreement and any Proposal effortAgreement.
Appears in 1 contract
Samples: Joint Venture Agreement (Wright Medical Technology Inc)
Proprietary Information. 7.1 Each Party anticipates that it may A. Seller and Buyer, to the extent of their contractual and lawful right to do so, will exchange proprietary or confidential information as reasonably necessary for each to perform its obligations under this Contract. All information relating to this Contract provided by either party to the other, whether oral or written, and when identified as confidential in writing, and all Software will be necessary and is hereby deemed to provide access to information of a be confidential or proprietary nature and (hereinafter referred to as "Proprietary Information").
B. Except as set forth in Paragraph C below, a party receiving Proprietary Information pursuant hereto (the "Receiving Party"), will not, without the prior written consent of the party disclosing such information the "Disclosing Party"), (i) use any portion of the Proprietary information for any purpose other than the purpose of this Contract, or (ii) disclose any portion of the Proprietary information to any persons or entities other than the employees, manufacturing subcontractors, and consultants of the Receiving Party and Seller's subcontractors) who reasonably need to have access to the other Proprietary information in connection with the purposes of this Contract and who have agreed to protect Proprietary information as though they were a party to this Contract.
C. A Receiving Party will not be liable for disclosure of Proprietary information, or part thereof, if the Receiving Party can demonstrate that such Proprietary information (i) is in the performance public domain at the time it is disclosed or subsequently entered the public domain through no fault of this Agreement. To the extent possible, Proprietary Information shall be clearly identified Receiving Party; (ii) is known to or labeled as such by in the disclosing possession of the Receiving Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
receipt; (aiii) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes became known to the public Receiving Party from a source other than the receiving Disclosing Party without breach of this Section by the Receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5iv) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither more than five (5) years, except fifteen (15) years for Software, after the signing date of this Agreement nor receipt of the furnishing of any Proprietary Information by either the Receiving Party. In the event of any legal action or proceeding or asserted legal requirement for disclosure of Proprietary Information furnished hereunder, the Receiving Party will promptly notify the Disclosing Party and, upon the request and at the expense of the Disclosing Party, will cooperate with the Disclosing Party in lawfully contesting such disclosure. Except in connection with any failure to discharge its responsibilities under the other shall preceding sentence, the Receiving Party will not be construed as granting liable for any disclosure pursuant to court order.
D. Proprietary information will remain the other property of the Disclosing Party expresslyand will, by implicationat the Disclosing Party's request and after it is no longer needed for the purposes of this Contract, by estoppel promptly be returned thereto or otherwisebe destroyed, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled together with all copies made by the Receiving Party disclosing and furnishing same.
7.6 Each by anyone to whom such Proprietary Information has been made available by the Receiving Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to in accordance with the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effortSection.
Appears in 1 contract
Samples: Oem Contract (Impsat Corp)
Proprietary Information. 7.1 A. All business, technical, research and development and financial information and materials containing such business information provided by the parties to each other, including without limitation, lists of present or prospective customers or vendors or of persons that have or shall have dealt with the respective parties hereto, customer requirements, preferences and methods of operation, management information reports and other computer generated reports, pricing policies and details, details of contracts, operational methods, plans or strategies, business acquisition plans, new personnel acquisition plans, product information and samples, technology, know-how, patent applications, designs and other business, technical, research and development and financial affairs learned heretofore or hereafter, are and shall be treated as confidential. Each Party anticipates party agrees for itself and on behalf of its directors, officers, employees and agents to whom such information and materials are disclosed, that it may be necessary to provide access to and they shall keep such information of a and materials confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to and retain them in strictest confidence both during and after the other Party in the performance term of this Agreement. To the extent possible, Proprietary Information Such information and materials shall not be disclosed by either party to any person except to its officers and employees requiring such information or materials to perform services pursuant to this Agreement and except to other persons under a confidentiality agreement with either party protecting such information from disclosure. Each party acknowledges and agrees that it shall be clearly identified liable to the other for damages caused by any breach of this provision or labeled as by any unauthorized disclosure or use of such confidential information and materials by its officers and employees or third parties to whom unauthorized disclosure was made. In addition to any other rights or remedies that may be available to each party, each party shall be entitled to appropriate injunctive relief or specific performance against the disclosing Party other or its officers and employees to prevent unauthorized disclosure of such confidential information and materials or other breach of this provision. Each party acknowledges and agrees that such unauthorized disclosure or other breach of this provision will cause irreparable injury to the other party and that money damages will not provide an adequate remedy. Each party shall be entitled to recover from the other its costs, expenses and attorneys' fees incurred in enforcing its rights under this Section 9. Each party shall return to the other all such information and materials covered under this Section 9 and received pursuant to this Agreement and all copies thereof immediately upon the termination of this Agreement.
B. This obligation of confidentiality shall not apply to any information that (1) was known to the receiving party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification receipt as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, evidenced by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Partytangible records; (2) was or in the public domain at the time of receipt; (3) becomes known publicly available through no fault of the party obligated to the receiving Party keep it confidential; (4) such party legitimately learns from a Third Party having the right to disclose it and having third parties who are under no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant required by applicable law or court order or other mandatory legal process to governmental or judicial requirementbe disclosed.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 C. The provisions of this Article VII Section 9 shall survive the termination or expiration of this Agreement and any Proposal effortAgreement.
Appears in 1 contract
Samples: Joint Venture Agreement (Wright Medical Technology Inc)
Proprietary Information. 7.1 Each Party anticipates (a) Both parties acknowledge that it may in the course of performing their respective obligations hereunder, they shall be necessary receiving information which is proprietary and confidential to provide access the disclosing party and which the disclosing party wishes to information of a confidential or proprietary nature protect from public disclosure (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement). To the extent possible, Proprietary Information shall be clearly identified as used herein includes without limitation all information disclosed at any time before, after, or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification execution of such this Agreement between the parties relating to the Licensed Programs, and any other confidential information is not feasibleor trade secrets disclosed between the parties relating to their respective businesses, the disclosing Party shall provide such identification as promptly thereafter as possible. Howevercustomers, whether or not so designatedproducts, each Party's client lists, business marketing and sales plans, financial status, product development plans, strategies and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractlike.
(b) Each party (i) shall hold such Proprietary Information furnished by in confidence and not disclose it, except to its employees or representatives to whom disclosure is necessary to effect the Team Member may be used by purposes of this Agreement and who are similarly bound to hold the Team Leader Proprietary Information in performing confidence; (ii) shall use its obligations under best efforts to prevent inadvertent or unauthorized disclosure of any Proprietary Information; (iii) shall not make any use of any Proprietary Information except to the extent necessary to carry out the intent of this Agreement; and (iv) shall use reasonable care, including preparation of but in any event not less than the Proposal for submission care it uses to protect its own proprietary information, to protect the Client, and in performance of a resulting subcontract between the Parties for a Projectother party's Proprietary Information.
(c) Proprietary Information furnished by either Party may be used Nothing in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party this Agreement shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no interpreted as placing any obligation of confidentiality to the disclosing Party confidence and non-use on a party with respect to any Proprietary Information that (i) can be demonstrated to have been in the applicable information; public domain as of the effective date of this Agreement or comes into the public domain during the duration of this Agreement through no fault of such party, or (3ii) is furnished can be demonstrated to others by its owner without restriction on disclosure; (4) is have been independently developed by personnel of the receiving Party who have not had access to such information; party, or (5iii) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing rightfully received by such party from a third party not under an obligation of this Agreement nor the furnishing of any Proprietary Information by either Party confidence to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameparty hereto.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Marketing and License Agreement (Surequest Systems Inc)
Proprietary Information. 7.1 Each 5.1 Except with the prior written consent of the Disclosing Party anticipates that it may be necessary or as provided in this Agreement, the Receiving Party shall not directly or indirectly disclose to provide access any third party any of the Proprietary Information from the Disclosing Party within three (3) years of the receipt of such Proprietary Information. The Receiving Party agrees to use the same care and discretion to avoid disclosure, publication, or dissemination outside of itself of received Proprietary Information as the Receiving Party employs with similar information of its own which it does not desire to publish, disclose or disseminate. The Receiving Party may also disclose Proprietary Information received from the Disclosing Party hereunder to any third party in the ordinary course of business, including in the development, marketing, distribution or maintenance of products or services, provided such third party has executed a confidential or proprietary nature (hereinafter referred written agreement obligating the third party to as "Proprietary Information") limit use of such information in the field of use permitted to the other Receiving Party hereunder (or a more restrictive subset of such field of use) and prohibiting such third party from further disclosure of information so received outside of itself and its affiliated entities for the same period applicable to the Receiving Party hereunder. Notwithstanding the foregoing, Licensor acknowledges that the Licensee may release or otherwise disclose Proprietary Information to the extent required in responding to requests for proposals from potential customers, in the furtherance of the performance of this Agreementany awarded contracts, or to other entities which participate in such proposals or awarded contracts. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, Any required disclosure or use of the Licensor's Proprietary Information by the Licensee or other entities including without limitation its sublicensees shall not constitute a breach of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing any term of this Agreement nor the furnishing of or any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which of the disclosing Party shall hereby be entitled, it shall have Licensor in the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIProprietary Information.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that party (the “Receiving Party”) acknowledges that, pursuant to this Agreement, it may be necessary to provide have access to information or receive from or on behalf of a the other party (the “Disclosing Party”) confidential or proprietary nature information relating to the Disclosing Party and its business or technology (hereinafter referred to as "collectively, “Proprietary Information") ”). All Proprietary Information belongs solely to the other Party in Disclosing Party. All information and software relating to the performance Services is CMG’s Proprietary Information. During the Term, and for the longer of five (5) years or the maximum period of time permitted by applicable law after the termination of this Agreement, the Receiving Party must: (a) not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of the Disclosing Party; (b) maintain the Proprietary Information in confidence with safeguards no less stringent than those which the Receiving Party uses to protect its own Proprietary Information, provided, however, that in no event will the Receiving Party use less than commercially reasonable measures to protect such confidentiality; and (c) disclose Proprietary Information only to those of its affiliates, officers, employees, agents, contractors, consultants and other representatives (collectively, “Representatives”) who are necessary for the use expressly licensed hereunder, and who have agreed to maintain the confidentiality of Proprietary Information hereunder. To Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Section with regard to a disclosure that was required by applicable law or was in response to a valid order by a court or other governmental body, provided that in each case the Receiving Party, to the extent possiblenot prohibited by law, Proprietary Information shall be clearly identified or labeled as provides the other party with prior written notice of such by disclosure in order to permit the disclosing Party at the time of disclosure. Where concurrent identification other party to seek confidential treatment of such information and the Receiving Party or its Representatives only furnish that portion of the Proprietary Information which, in the judgment of Receiving Party’s counsel, Receiving Party is required to disclose. Expressly subject to clauses (i)-(iv) below, any Proprietary Information disclosed pursuant to this Section shall remain treated as Proprietary Information under this Agreement in all other respects. Proprietary Information excludes information that Receiving Party can document: (i) has become public without breach of this Agreement by the Receiving Party or its Representatives; (ii) was previously in the Receiving Party’s possession (in written or other recorded form) with no obligation to maintain confidentiality; (iii) was legally received from a third party not feasibleunder any obligation of confidentiality known to the Receiving Party; or (iv) was developed by the Receiving Party’s or its Representatives independently of, and without reference to or use of, any of the disclosing Party shall provide such identification as promptly thereafter as possibleProprietary Information. However, whether or not so designatedNotwithstanding anything to the contrary herein, each Party's client lists, business plans, party agrees that the terms and the pricing conditions of its products and services will this Agreement (including pricing) shall be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own to be Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending ProjectsCMG.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Terms and Conditions for Digital Advertising Services
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information 12.1 In consideration of a confidential or proprietary nature Party furnishing (hereinafter referred to the "Providing Party") Proprietary Information (as "Proprietary Information"defined below) to the other Party in (the "Receiving Party"), XX0x.xxx and eSpeed agree that the Providing Party's Proprietary Information will be kept confidential by the Receiving Party, will not be disclosed to any other person, and will be used by the Receiving Party only for purposes consistent with the performance of this Agreement. To The Receiving Party shall use the extent possiblesame care and discretion to avoid disclosure, publication or dissemination as it uses with its own similar information that it does not wish to disclose, publish or disseminate, and in any case no less than reasonable care, to safeguard the Providing Party's Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of from unauthorized disclosure. Where concurrent identification of such information is not feasible, the disclosing The Receiving Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, inform each Party's client lists, business plans, and the pricing of its products and services will be deemed Representatives receiving the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination confidential nature of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information and shall direct such Representatives to treat the Proprietary Information confidentially in accordance with each of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement terms and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under conditions of this Agreement, including preparation and the Receiving Party shall be responsible for any use of the Proposal for submission Proprietary Information by its Representatives inconsistent with this Agreement. Without the prior written consent of the Providing Party and subject to the Clientother provisions of this Agreement, the Receiving Party will not, and in performance of a resulting subcontract between the Parties for a Project.
(c) will direct its Representatives not to, disclose to any third person that any Proprietary Information furnished by either Party may be used in accordance with written authorization received has been made available from the disclosing Providing Party.
7.4 The limitations on reproduction, disclosure, and use 12.2 If the Receiving Party is required pursuant to legal process to disclose any of the Providing Party's Proprietary Information shall not apply toor any discussions between the Parties, the Receiving Party will promptly notify the Providing Party to permit it to seek a protective order or take other appropriate action. The Receiving Party will cooperate in the Providing Party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Proprietary Information or discussions between the Parties. If, in the absence of a protective order, the Receiving Party or any of its Representatives is, in the written opinion of counsel addressed to it, compelled as a matter of law to disclose the Proprietary Information or the discussions between the Parties, the Receiving Party may disclose to the Person compelling disclosure only that part of the Proprietary Information or the discussions as is required by law to be disclosed.
12.3 The Receiving Party will promptly notify the Providing Party in writing if any information comes to the attention of any of its Representatives, which information may indicate there was or is likely to be a loss of confidentiality of any portion of the Providing Party's Proprietary Information. The Receiving Party shall, at the Providing Party's expense, use reasonable efforts to retrieve the lost or wrongfully disclosed Proprietary Information and neither Party shall be liable for, reproduction, to prevent further unauthorized disclosure or use loss of any Proprietary Information of Information.
12.4 Notwithstanding the other foregoing, it is understood that any information known or available in the trade or otherwise in the public domain, through no act or failure to act by the extent such information: (1) becomes Receiving Party or its Representative(s), or previously and lawfully known to the public from a source other than Receiving Party or subsequently lawfully acquired by the receiving Party; (2) was or becomes known to the receiving Receiving Party from a Third Party having the right to disclose it and having no third parties not under any obligation of confidentiality or secrecy to the disclosing Party with respect Providing Party, will not be deemed to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementbe Proprietary Information.
7.5 Neither 12.5 The Parties acknowledge and understand that this Agreement does not limit or restrict the signing ability of either Party to engage in its respective business, nor does it limit either Party's use or application of any information or knowledge acquired or developed independently without breach of this Agreement nor in the furnishing course of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing samesuch business.
7.6 12.6 Each Party admits for all purposes acknowledges that any violation breach or threatened violation of this Article VII shall constitute an irreparable injury to Section 12 cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Providing Party for which monetary damages provide an inadequate remedy, and agrees thatwill be entitled, in addition to all damages and any other rights remedies provided by law to which the disclosing Party shall hereby be entitledlaw, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations specific performance, injunctive and other equitable relief respecting any such violation.
12.7 For purposes of this Article VIIAgreement, "Representatives" shall include each of the Parties and their respective members, subsidiaries, officers, directors, Affiliates, agents, attorneys, employees, representatives, or customers.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Services Agreement (Espeed Inc)
Proprietary Information. 7.1 Each Except as otherwise provided in this Article X, during the term of this Agreement and for a period of [***] ([***]) years thereafter, each Party anticipates that it may be necessary (the “Recipient”) shall maintain in confidence and use only for purposes of this Agreement any confidential information, data and materials supplied to provide access to information such Party by the other Party (the “Disclosing Party”) under this Agreement; provided that, unless the confidentiality of a any information, data or materials is expressly provided for in this Agreement, if any such information, data or materials are in tangible form, they are marked “Confidential” or “Proprietary,” or if disclosed orally, they are identified as confidential or proprietary nature when disclosed and are confirmed in writing as confidential or proprietary within [***] (hereinafter referred to as "[***]) calendar days following such disclosure (such information, data and materials so disclosed, collectively “Proprietary Information") to ”). The Biogen Idec Know-How, the other Party in Manufacturing Know-How and any unpublished patent application within the performance of this Agreement. To the extent possible, Proprietary Information Biogen Idec Patents shall be clearly identified or labeled as such by deemed to be the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kindBiogen Idec without regard to the foregoing marking requirements, but and without limiting or in any caseway affecting the licenses set forth in Article II. The reports delivered to Biogen Idec under Section 7.1, and data and results from clinical trials of Products or other research or development involving Services conducted by the use of at least reasonable care. Disclosures of Proprietary Information Xxxxxxx and its Affiliates and Sublicensees, shall be restricted deemed to those individuals who are participating in preparation of be the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of Xxxxxxx without regard to the other upon termination foregoing marking requirements. The obligations of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, Recipient under this Article X not to disclose or use Proprietary Information of received from the other except as followsDisclosing Party shall not apply, however, to the extent that any such information, data or materials:
(a) Proprietary Information furnished are or become generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Team Leader may be used by the Team Member Recipient in performing its obligations under breach of this Agreement and any resulting subcontract.Agreement;
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission are disclosed to the ClientRecipient, and in performance other than under an obligation of confidentiality, by a resulting subcontract between Third Party who had no obligation to the Parties for a Project.Disclosing Party not to disclose such information to others;
(c) Proprietary Information furnished were already rightfully in the possession of the Recipient, other than under an obligation of confidentiality, prior to disclosure by either Party may be used in accordance with the Disclosing Party, as shown by Recipient’s written authorization received from records existing prior to such disclosure; or
(d) are subsequently and independently developed by the disclosing Party.
7.4 The limitations on reproductionRecipient without use of, disclosure, and use of Proprietary Information shall not apply or reference to, and neither Party shall be liable for, reproduction, disclosure or use of the Proprietary Information of the other to Disclosing Party, as shown by written records prepared contemporaneously with such disclosure. *** Certain information on this page has been omitted and filed separately with the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it Securities and having no obligation of confidentiality to the disclosing Party Exchange Commission. Confidential treatment has been requested with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementomitted portions.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: License Agreement (Santarus Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary Prior to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in and during the performance of this Agreement. To , the extent possibleparties may disclose or furnish to each other proprietary marketing, Proprietary Information shall be clearly technical or business information either verbally or in tangible form (the “Confidential Information”); all or any of which have been identified or labeled as such by the disclosing Party marked at the time of disclosure as “proprietary” or “confidential” by the disclosing party and, if not in tangible form, reduced to writing marked in a manner to indicate its confidential nature and furnished to the receiving party within ninety (90) days of the initial disclosure. Where concurrent identification of such information is not feasibleNotwithstanding the above, (a) the Product Design Document(s), the disclosing Party Product Information Document(s), any information concerning Product design, construction, assembly, manufacture, development, or architecture of a Product shall provide such identification be deemed to be the Confidential Information of 7Base regardless of being marked as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business planssuch, and the pricing of its products and services will (b) information concerning Customers shall be deemed to be the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Confidential Information of like kind, but in any case, by the use Tapout regardless of at least reasonable carebeing marked as such. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Confidential Information of the other upon termination disclosing party shall be held in confidence by the receiving party and not directly or indirectly disclosed, copied or used by the receiving party (except as necessary to perform under this Agreement). Each party agrees that, except as may be required by law, including the rules and regulations of the United States Securities and Exchange Commission, the terms and existence of this Agreement are confidential and completion of all pending Projects.
7.3 Neither Party neither party shall reproducedisclose such information. Notwithstanding the foregoing, disclose or use Proprietary Information each party may, without further consent of the other except as follows:
(a) Proprietary Information furnished by party, disclose the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing contents of this Agreement nor to its shareholders, potential acquirers or investors, accountants, professional and financial advisors, insurers and other persons necessary for the furnishing functioning of such party’s business operations, provided any Proprietary Information by either Party such person or entity executes a confidentiality agreement containing terms at least as restrictive as the terms hereof or is otherwise bound to professional rules governing the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameconfidentiality of information.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Design, Manufacturing, & Master Distribution Services Agreement (Sewell Ventures Inc.)
Proprietary Information. 7.1 Each The Parties may provide each other with information, whether in writing or orally, concerning each Party anticipates or its respective Affiliates that it may be necessary is proprietary to provide access to information of a confidential the Party, including, but not limited to, past, current or proprietary nature possible future products, services, credit and other criteria, projects, business operations, marketing ideas, objectives, methodology, strategy, financial data and results, competitive advantages and disadvantages, processes, technology, specifications, and trade secrets (hereinafter referred to as herein collectively "Proprietary Information"); provided however, that the term "Proprietary Information" does not include information (a) which is (or which becomes) generally available to the public for reasons other than as a result of disclosure in breach of this Agreement, (b) which has been lawfully disclosed by a third party who did not impose any restriction on disclosure, (c) which has been independently developed by a Party or was rightfully possessed or already known by a Party prior to the execution of this Agreement, (d) which is developed independently by an employee, agent or contractor of that party without using the Proprietary Information, or (e) which is required to be disclosed by Law or court order, provided that the disclosing Party will exercise reasonable efforts to notify the other Party prior to disclosure. Except as otherwise provided in this Agreement, each Party agrees it will not without the performance other Party's prior written consent (i) disclose the specific terms of this Agreement except that either Party may make such disclosures as appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or as compelled by Law and may disclose in general terms the relationship resulting from this Agreement, or (ii) disclose to any third party any Proprietary Information of the other Party for so long as the pertinent information or data remains Proprietary Information, except as required, to perform its obligations under this Agreement, or pursuant to a subpoena, including without limitation, an administrative subpoena, a court order or other order or demand of a governmental or regulatory agency or body. Each Party will take reasonable precautions to assure that Proprietary Information received from the other Party will be held in confidence and disclosed only to those employees, agents or contractors of the receiving Party who have a reason to know of this Agreement or the Proprietary Information or whose duties reasonably relate to legitimate business purposes or are to develop, implement and perform the transactions contemplated by this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in also agrees, upon the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation request of the Proposal and other work related Party, to the Project. Each Party shall return all or destroy any such Proprietary Information of the other Party and any copies or reproductions thereof upon expiration or termination of this Agreement. Notwithstanding the Agreement and completion of all pending Projects.
7.3 Neither foregoing, in the event either further sells or assigns the Contracts or any rights thereto or interest therein, such Party shall reproduce, may disclose such information as may be reasonably necessary or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished required to effectuate such sale or assignment provided that such assignee agrees in writing to be bound by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access provisions hereof prior to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 disclosure. The provisions of this Article VII Section 6 shall survive the expiration or termination of this Agreement and any Proposal effortfor two (2) years after the effective date of termination.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates In the event Sierra Space and Seller have entered into a Non-Disclosure (Proprietary Information) agreement (NDA/PIA) for the Purpose which the Purchase Order has been issued against and that NDA/PIA remains in effect, the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties: Sierra Space and Seller anticipate that under the Agreement it may be necessary for either to provide access disclose to the other information of a confidential or proprietary nature (hereinafter referred to as "nature. Proprietary Information") to the information that may be disclosed under this Agreement includes, but is not limited to, drawings, specifications, non-public product information, and other Party in the performance of this Agreementtechnical capabilities. To the extent possible, Proprietary Information information shall be clearly identified or labeled as such by the disclosing Party party at the time of disclosure. Where concurrent identification All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds used to protect its own Proprietary Information of like kindproprietary information, but in any case, by the use of at least no case less than reasonable care. Disclosures of Proprietary Information such information shall be restricted to those individuals who have a need to know and are directly participating in preparation of the Proposal and other work efforts related to the ProjectAgreement. Each Party Neither party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproducemake any reproduction, disclose disclosure, or use Proprietary Information of the other such proprietary information except as follows:
(a) Proprietary Information Such information furnished by the Team Leader Buyer may be used by the Team Member Seller in performing its obligations under this Agreement and any resulting subcontractthe Agreement.
(b) Proprietary Information Such information furnished by the Team Member Seller may be used by the Team Leader Xxxxx in performing its obligations under this the Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party Such information may also be used in accordance with any written authorization received from the disclosing Party.
7.4 party. The limitations on reproduction, disclosure, and or use of Proprietary Information proprietary information shall not apply to, and neither Party party shall be liable for, reproduction, disclosure disclosure, or use of Proprietary Information proprietary information with respect to any of the other following conditions:
(d) If, prior to the extent such information: (1) becomes receipt thereof under the Agreement, the information has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the public domain prior to disclosure hereunder.
(e) If, subsequent to receipt thereof under the Agreement, (i) the information is published by the party furnishing it or is disclosed by the party furnishing it to others without restriction; or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to a source other than breach of this clause; or (iii) if such information otherwise comes within the receiving Party; (2) was public knowledge or becomes generally known to the receiving Party from public.
(f) If any part of the proprietary information has been or hereafter shall be disclosed in a Third Party having the right to disclose it and having no obligation of confidentiality United States patent issued to the disclosing Party with respect party furnishing the proprietary information hereunder, then, after the issuance of said patent, the limitations on such proprietary information as disclosed in the patent shall be only that afforded by United States patent laws.
(g) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the applicable information; receiving party and actually received within fifteen (315) days of original disclosure.
(h) If such proprietary information is furnished obligated to others by its owner without restriction on disclosure; (4) is independently developed by personnel be disclosed under order of a court of competent jurisdiction so long as prompt notice of the receiving Party who have not had access order is given to the other party.
(i) If such information; or (5) proprietary information is disclosed pursuant to governmental or judicial requirement.
7.5 Neither with the signing written approval of this Agreement nor the originating party. The furnishing of any Proprietary Information proprietary information by either Party to the other party shall not be construed as granting to the other Party party either expressly, by implication, by estoppel estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret, trademark, or copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and party furnishing same.
7.6 Each Party admits for all purposes that . The foregoing shall not impact any violation license or threatened violation ownership right in information identified and set forth elsewhere in this document. Seller shall upon Buyer’s request or upon completion of this Article VII shall constitute an irreparable injury to Agreement, whichever occurs first, promptly at its option:
(1) destroy all proprietary information furnished in connection with the disclosing Party for which monetary damages provide an inadequate remedyAgreement and certify such destruction; or (2) return all proprietary information furnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and agrees that, in addition Seller shall thereafter make no further use of nor disclose to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction others any such data or equivalent remedy issued against the receiving Party to prevent said Party from violations documents or further violations of this Article VIIany information derived therefrom without Buyer’s prior written consent.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Sales Contracts
Proprietary Information. 7.1 8.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature of such Party, including its Affiliates, or a Customer (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement, and Statements of Work. "Proprietary Information" will mean any information or data in oral and/or in written form which the receiving Party knows or has reason to know is Proprietary Information and which is disclosed by a Party in connection with this Agreement, and Statements of Work or which the receiving Party may have access to in connection with this Agreement, including but not limited to a Party's client lists, business plans and the pricing of its Products and Services. To the extent possiblepracticable, the Proprietary Information shall be clearly identified or labeled labelled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification disclosure or as promptly thereafter as possible, however, failure to so identify or label such Proprietary Information shall not be evidence that such information is not proprietary or protectable. HoweverAs between CDW and Service Provider, all information pertaining to or received from a Customer shall constitute CDW’s Proprietary Information whether identified or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Partylabelled as such.
7.2 8.2 Each Party agrees that it will hold such keep the other Party's Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation the performance of the Proposal and other work related to the Projectthis Agreement. Each Party shall return all such Proprietary Information of the other upon request of the other Party or upon the termination of the this Agreement and completion of all pending Projectsor Resale Contract, as applicable.
7.3 8.3 Neither Party shall reproduce, disclose disclose, or use Proprietary Information of the other Party except as follows:
(a) Proprietary Information furnished by the Team Leader either Party may be used by the Team Member other Party in performing its obligations under this Agreement and any resulting subcontractAgreement.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 . The limitations limitation on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure disclosure, or use of Proprietary Information of the other Party to the extent such information: :
(1i) becomes known to the public from a source other than the receiving Party; ;
(2ii) was known to the receiving Party, or becomes known to the receiving Party from a Third Party third party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; or
(3) is furnished to others by its owner without restriction on disclosure; (4iii) is independently developed by personnel Personnel of the receiving Party who have not had access to such information; . If a receiving Party is required by law, rule or (5) is disclosed pursuant to regulation, or requested in any judicial or administrative proceeding or by any governmental or judicial requirementregulatory authority, to disclose the Proprietary Information, the receiving Party shall (so far as lawfully permitted) give the disclosing Party prompt notice of such request so that disclosing Party may seek an appropriate protective order or similar protective measure. Upon the disclosing Party's written request the receiving Party shall, at the disclosing Party's expense, cooperate with the disclosing Party in seeking such order or similar protective measure. If the receiving Party is nonetheless compelled to disclose the Proprietary Information, the receiving Party shall disclose only that portion of the Proprietary Information, which the receiving Party is legally required to disclose.
7.5 8.4 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each 8.5 Either Party's failure to fulfil the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination to any third person of the other Party's Proprietary Information or breach of any restrictions or obligations of any licenses granted by the other Party, constitutes a material breach of this Agreement. In that event, the aggrieved Party admits for may, at its option and in addition to any other remedies that it may have, immediately terminate this Agreement, its obligations and any rights or licenses by providing written notice of the same to the other Party. In addition to any other remedies it may have, the aggrieved Party has the right to demand the immediate return of all purposes copies of Proprietary Information provided to the other Party under this Agreement. The Parties recognize that any violation or threatened disclosure of Proprietary Information in violation of this Article VII shall constitute an Agreement may result in irreparable injury to the disclosing harm. Each Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against injunctive relief in the receiving Party to prevent said Party from violations or further violations event of a violation of this Article VIIAgreement.
7.7 8.6 The provisions of this Article VII Section 8 shall survive the termination or expiration of this Agreement and any Proposal effortStatement of Work.
Appears in 1 contract
Samples: Master Services Agreement
Proprietary Information. 7.1 Each Party anticipates that it (1) Proprietary Information provided hereunder may be necessary subject to provide access certain additional provisions or restrictions in licenses BNYM and/or its Affiliates have with Information Providers or such Information Providers may require Client to information of a confidential or proprietary nature (hereinafter referred agree to as "Proprietary Information") certain terms and conditions. Such additional provisions, restrictions and requirements are shown on the Data Terms Web Site. Terms on the Data Terms Web Site may be revised periodically with concurrent notice to the Client, which notice may be provided via the BNYM Web Sites. Use of the Electronic Delivery Mechanism, and continued use of the Electronic Delivery Mechanism following revision of any terms on the Data Terms Web Site, constitutes Client’s acceptance of and agreement to the then-current terms shown on the Data Terms Web Site.
(2) Client’s use of the Proprietary Information may require Client to enter into additional contracts directly with Information Providers or other Third Party in Service Providers. In the performance event that Client’s rights under its agreement with any such provider conflict with the terms of this Agreement. To EASA, the terms of Client’s provider agreement shall prevail.
(3) Except to the extent possibleClient is permitted otherwise pursuant to its own licenses with applicable Information Providers, Client agrees that the Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosuresolely for its internal use. Where concurrent identification of such information is not feasibleAs used herein, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold Client’s “internal use” may include Client making available such Proprietary Information confidential in the same manner as it holds to its own third party professional advisors provided such advisors are legally obligated to treat such Proprietary Information of like kind, but in a confidential manner and legally prohibited from using such Proprietary Information in any casemanner other than in support of its services to Client. Client also agrees not to, and to cause Authorized Users and third party professional advisors, not to (i) reproduce or repackage, retransmit, disseminate, sell, distribute, publish, broadcast, or circulate to third parties not covered by “internal use” or otherwise commercially exploit Proprietary Information, (ii) identify and extract Proprietary Information from the Electronic Delivery Mechanism independent of any Client Data, (iii) use Proprietary Information in any Client or third party software application except to the extent formally approved by BNYM in writing, or (iv) use Proprietary Information in an environment shared by the Client and third parties, in each case without the express written consent of BNYM and without first obtaining any licenses needed from the relevant Information Provider(s). The foregoing shall not be construed to permit Client to allow any third party professional advisor to have direct access to the Electronic Delivery Mechanism through the use of at least reasonable carea user id and password issued to Client. Disclosures of Proprietary Information In the event Client requires any such professional advisor to have such direct access, Client shall be restricted to those individuals who are participating notify BNYM in preparation of the Proposal writing and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall BNYM will have the right to seek require such third party professional advisor to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIexecute a separate EASA.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Custody Agreement (RBB Fund Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary A. Proprietary Information shall include all business and technical information relating to provide access the WORK which is furnished to CONTRACTOR by UNISYS and all other information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") which is either furnished by one party to the other Party in tangible form marked as "restricted", "confidential", "proprietary", or other appropriate legend, or disclosed by one party to the other in nontangible form with notice of its proprietary nature and subsequently described in writing delivered to the receiving party within seven (7 ) days after disclosure by the furnishing party.
B. The WORK and DELIVERABLES are deemed to be Proprietary Informatio of UNISYS as though they were Proprietary Information furnished by UNISYS to CONTRACTOR, and shall be so treated by CONTRACTOR and its personnel.
C. Title, or the right to possess Proprietary Information, as between the parties shall, except as otherwise provided herein, remain in the performance of this Agreementparty which furnishes it to the other party. To No rights are granted by either party to the extent possible, other with respect to Proprietary Information except as expressly stated herein. Neither party shall be clearly identified use or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in copy any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination party except for the purposes of and to the Agreement and completion of all pending Projects.
7.3 Neither Party extent necessary for performance under this Agreement. Each party shall reproduce, disclose or use exercise reasonable care with respect to Proprietary Information of the other except as follows:
(a) party to preclude disclosure thereof to any third party and permit disclosure only to its personnel who are involved in the WORK and have agreed in writing to be bound consistent with the provisions of this Agreement. Each party shall have the obligations stated in this Article 7 regarding Proprietary Information furnished by both during and after the Team Leader may be used by the Team Member in performing its obligations under expiration, termination or cancellation of this Agreement and any resulting subcontract.
(b) shall be released from such obligations only as to Proprietary Information furnished which is:
1. at any time in the public domain other than by a breach of this Agreement on the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation part of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization receiving party; 2. at any time rightfully received from a third party which has the disclosing Party.
7.4 The limitations on reproduction, disclosure, right and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known transmits it to the receiving Party from a Third Party having the right to disclose it and having no party without any obligation of confidentiality to the disclosing Party with respect to the applicable informationconfidentiality; (3) is furnished to others by its owner without restriction on disclosure; (4) is . independently developed by personnel of the receiving Party party who have not had access to Proprietary Information of the other party; or 4. rightfully known to the receiving party without any limitation on use or disclosure prior to receipt thereof from the furnishing party, as substantiated by tangible evidence antedating disclosure by the furnishing party to the receiving party.
D. Neither party is restricted from disclosing Proprietary Information of the other party pursuant to a judicial or governmental order, but any such disclosure shall be made only to the extent so ordered and provided only that the party receiving an order:
(a) timely notifies the other party so that it may intervene in response to such order, or (b) if timely notice cannot be given then seeks to obtain a protective order from the court or government for such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither E. Each party shall promptly cease using and shall return or destroy (and certify destruction of) all Proprietary Information furnished by the signing other party along with all copies thereof in its possession including copies stored in any computer memory or storage medium upon the expiration, termination, or cancellation of this Agreement nor Agreement, whichever first occurs; provided, however, that UNISYS may retain copies of CONTRACTOR'S materials for the furnishing purpose of any Proprietary Information by either Party to the other shall be construed license rights as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameset forth in Article 6 hereof.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary of Buyer, Seller and Parent (a “Receiving Party”) shall hold, and shall use commercially reasonable efforts to provide access cause its Affiliates, consultants and advisors to hold, in strict confidence all information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to concerning the other Party furnished to it by the other Party (the “Disclosing Party”) or the Disclosing Party’s Affiliates or representatives at any time prior to Closing or following the Closing pursuant to Section 4.2 (except to the extent such information (A) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party (or its Affiliates, consultants or advisors) in violation of the performance terms of this Agreement. To Section 4.5, (B) was within the extent possiblepossession of the Receiving Party prior to it being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, Proprietary Information shall be clearly identified or labeled as provided, that the source of such information was not known by the disclosing Receiving Party at the time of disclosure. Where concurrent identification receipt to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related confidentiality to the Project. Each Disclosing Party shall return all or any other party with respect to such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduceinformation, disclose (C) is or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission becomes available to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Receiving Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; Disclosing Party (2) was or becomes known its Affiliates or representatives), provided, that such source is not, to the receiving Party from Receiving Party’s knowledge at the time of receipt, bound by a Third Party having the right to disclose it and having no confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing Disclosing Party or any other party with respect to the applicable such information; , or (3D) is furnished to others by its owner without restriction on disclosure; (4) was or is independently developed by personnel the Receiving Party without utilizing any such information or violating any of the receiving Receiving Party’s obligations under this Agreement), and the Receiving Party who have shall not had access release or disclose such information to any other Person, except its auditors, attorneys and financial advisors, unless compelled to disclose such information; Information by judicial or (5) is disclosed pursuant administrative process or by other requirements of Law or so as not to governmental or judicial requirement.
7.5 Neither violate the signing of this Agreement nor the furnishing rules of any Proprietary Information stock exchange; provided, however, that in the case of disclosure compelled by either judicial or administrative process, the Receiving Party shall (to the other shall be construed as granting extent permitted by applicable Law) notify the other Disclosing Party expressly, by implication, by estoppel promptly of the request or otherwise, any license under any invention, patent, trademark, copyright requirement so that the Disclosing Party may seek an appropriate protective order or other proprietary right now or hereafter owned or controlled by waive compliance with the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII Section 4.5. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is compelled to disclose any information by judicial or administration process, such Receiving Party may so disclose the information; provided, however, that at the written request of the Disclosing Party, the Receiving Party shall survive termination use commercially reasonable efforts to obtain, at the expense of this Agreement and any Proposal effortthe Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Endurance International Group Holdings, Inc.)
Proprietary Information. 7.1 Each Except as otherwise provided in this Article X, during the term of this Agreement and for a period of [***] ([***]) years thereafter, each Party anticipates that it may be necessary (the “Recipient”) shall maintain in confidence and use only for purposes of this Agreement any confidential information, data and materials supplied to provide access to information such Party by the other Party (the “Disclosing Party”) under this Agreement; provided that, unless the confidentiality of a any information, data or materials is expressly provided for in this Agreement, if any such information, data or materials are in tangible form, they are marked “Confidential” or “Proprietary,” or if disclosed orally, they are identified as confidential or proprietary nature when disclosed and are confirmed in writing as confidential or proprietary within [***] (hereinafter referred [***]) calendar days following such disclosure (such information, data and materials so disclosed, collectively *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to as "the omitted portions. “Proprietary Information") to ”). The Biogen Idec Know-How, the other Party in Manufacturing Know-How and any unpublished patent application within the performance of this Agreement. To the extent possible, Proprietary Information Biogen Idec Patents shall be clearly identified or labeled as such by deemed to be the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kindBiogen Idec without regard to the foregoing marking requirements, but and without limiting or in any caseway affecting the licenses set forth in Article II. The reports delivered to Biogen Idec under Section 7.1, and data and results from clinical trials of Products or other research or development involving Services conducted by the use of at least reasonable care. Disclosures of Proprietary Information Xxxxxxx and its Affiliates and Sublicensees, shall be restricted deemed to those individuals who are participating in preparation of be the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of Xxxxxxx without regard to the other upon termination foregoing marking requirements. The obligations of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, Recipient under this Article X not to disclose or use Proprietary Information of received from the other except as followsDisclosing Party shall not apply, however, to the extent that any such information, data or materials:
(a) Proprietary Information furnished are or become generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Team Leader may be used by the Team Member Recipient in performing its obligations under breach of this Agreement and any resulting subcontract.Agreement;
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission are disclosed to the ClientRecipient, and in performance other than under an obligation of confidentiality, by a resulting subcontract between Third Party who had no obligation to the Parties for a Project.Disclosing Party not to disclose such information to others;
(c) Proprietary Information furnished were already rightfully in the possession of the Recipient, other than under an obligation of confidentiality, prior to disclosure by either Party may be used in accordance with the Disclosing Party, as shown by Recipient’s written authorization received from records existing prior to such disclosure; or
(d) are subsequently and independently developed by the disclosing Party.
7.4 The limitations on reproductionRecipient without use of, disclosure, and use of Proprietary Information shall not apply or reference to, and neither Party shall be liable for, reproduction, disclosure or use of the Proprietary Information of the other to the extent Disclosing Party, as shown by written records prepared contemporaneously with such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: License Agreement (Santarus Inc)
Proprietary Information. 7.1 Each Party anticipates that it During the term of this Agreement, the parties may be necessary furnish to provide access to each other information of a confidential or and proprietary nature in connection with the operation of the Plant (all hereinafter referred to designated as "“Proprietary Information") ”). The party furnishing such Proprietary Information to the other Party party shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. A party will not directly or indirectly contest the ownership of Proprietary Information furnished by the other party. Any modifications or additions to the Proprietary Information of a party made by the other party will only be property of such other party if the modification or addition stands alone separately without any portion of such Proprietary Information. Nothing in this paragraph shall be construed as requiring any party to furnish any Proprietary Information to the other party, except that, on termination of this Agreement, UBEM shall, in accordance with paragraph 14(c) provide to OWNER copies of all operating procedures and data regarding operation of the Plant as OWNER may request. Proprietary Information developed by UBEM or any of its employees or agents during the term of this Agreement or the operations of the Plant shall not be considered “work for hire” and UBEM shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. The use of the Proprietary Information of a party in the performance operations of the Plant does not give the other party any ownership interest or other interest in or to such information; provided, however, UBEM, upon termination of this Agreement, shall grant to OWNER at no additional cost a fully-paid, nonexclusive perpetual limited license to use, solely for the continued operations of the Plant in the Production Process, such Proprietary Information of UBEM that is then utilized in the operation of the Plant and necessary or desirable for the continued operations of the Plant in the Production Process; provided, however, such limited license may be utilized by OWNER’s parent company in connection with the operations of the Affiliated Plants and may be assigned by OWNER to any successor owner or operator of the Plant. UBEM is under no obligation to update said Proprietary Information upon termination of this Agreement. To the extent possibleFor purposes of this paragraph, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party not include:
(a) Information of a party that at the time of disclosure. Where concurrent identification of such information furnished to the other party is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds public domain or becomes part of the public domain by publication or otherwise through no fault of the other party or its own Proprietary employees or agents; or
(b) Information of like kind, but a party that at the time furnished to the other party was in any case, the possession of the other party as shown by written records and was independently developed by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted other party or obtained from a source on a non-confidential basis by a third party entitled to those individuals who are participating in preparation of the Proposal and other work related to the Projectdisclose it. Each Party party shall return all such keep the Proprietary Information of the other upon termination party confidential and shall use all reasonable efforts to maintain the Proprietary Information as secret and confidential. A party shall not at any time without the prior written consent of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduceother party, disclose copy, duplicate, record or use otherwise reproduce the Proprietary Information of such other party, in whole or in part for any unauthorized Persons, or otherwise make the same available to any unauthorized Person. For this purpose, it is understood and agreed that OWNER may provide Proprietary Information to the owners or operators of any of the Affiliated Plants, to any parent company of the OWNER and to any lender or equity owner of the OWNER or its parent company. Each party agrees that the other except as follows:
(a) Proprietary Information furnished party would be irreparably damaged by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and reason of any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation violation of the Proposal for submission to the Client, provisions contained herein and in performance of a resulting subcontract between the Parties that any remedy at law for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use breach of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.would be
Appears in 1 contract
Samples: Plant Operation Agreement
Proprietary Information. 7.1 a. Each Party anticipates acknowledges that it may be necessary to provide gain access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party Party’s Proprietary Information in the performance course of performing their obligations under this Agreement. To The Receiving Party covenants and agrees to:
i. Not disclose the extent possible, Disclosing Party’s Proprietary Information shall be clearly identified or labeled to any Person except as such specifically authorized by the disclosing Disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Partyin writing.
7.2 Each Party agrees that it will hold such ii. Not use, sell, exploit, distribute, transmit, reverse engineer, disassemble or decompile, or further develop the Disclosing Party’s Proprietary Information.
iii. Not make or use any copies, synopses or summaries of the Disclosing Party’s Proprietary Information confidential except such as are necessary for the Receiving Party’s internal communications in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in connection with performing its obligations under this Agreement.
iv. Not use any Proprietary Information for any purpose other than performing its obligations under this Agreement.
v. Use all reasonable precautions, consistent with the Receiving Party’s treatment of its own Proprietary Information, to prevent the unauthorized disclosure of the Disclosing Party’s Proprietary Information, including, without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other Persons to such Proprietary Information.
vi. Indemnify, defend and hold harmless the Disclosing Party and its parent, officers, directors, partners, members, shareholders, employees, Sub-distributors, Affiliates, successors, and permitted assigns (in their official and individual capacities) from any and all liability, losses, damages, judgments or expenses, including preparation reasonable attorneys’ fees, that they or any of them incur or sustain as a result of any claims, demands, actions or causes of action that arise out of, result from, relate to or are in any way connected with the unauthorized use or disclosure of the Proposal for submission Proprietary Information by the Receiving Party wherever, whenever, or however the same may occur.
vii. In the event that the Receiving Party is required by law or legal process to disclose any of the Proprietary Information, the Receiving Party shall provide the Disclosing Party with prompt oral and written notice of any such requirement, unless notice is prohibited by law (in which case such notice shall be provided as early as may be legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party agrees to reasonably cooperate with the Disclosing Party in any reasonable efforts to obtain such remedies.
viii. The Receiving Party shall have no ownership rights to the Client, and in performance of a resulting subcontract between the Parties for a ProjectProprietary Information.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from b. Upon termination or expiration of this Agreement, for any reason whatsoever, the disclosing Receiving Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known it is commercially reasonable, will deliver to the public from a source other than Disclosing Party all tangible and intangible, or electronic incidents of Proprietary Information, including but not limited to notes, summaries, and extracts that are in the receiving Receiving Party’s possession, whether made or compiled by the Receiving Party or furnished to the Receiving Party by the Disclosing Party; (2) was or becomes known if requested by the Disclosing Party, in writing, and to the receiving extent it is commercially reasonable, that the Proprietary Information be deleted so as to no longer be accessible to the Receiving Party. The Receiving Party hereby agrees that it will not retain any copies, extracts or other reproductions in any format whatsoever, in whole or in part of any received Proprietary Information.
c. Nothing in this Section (Proprietary Information) nor this Agreement prohibits or prevents the Receiving Party from filing a Third Party having charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency, nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, the right Receiving Party’s rights and abilities to disclose it and having no obligation of confidentiality contact, communicate with, report matters to the disclosing Party with respect to the applicable information; (3) is furnished to others or otherwise participate in any whistleblower program administered by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to any such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing agencies. The terms of this Agreement nor Section 18 shall survive in perpetuity the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel termination or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation expiration of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIAgreement.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Distributor Agreement
Proprietary Information. 7.1 Each Pursuant to this Agreement, the Parties may disclose to one another certain information, as defined herein, which is considered by the Party anticipates that it may disclosing the information (“Disclosing Party”) to be necessary to provide access to proprietary or confidential information of a confidential or proprietary nature (hereinafter referred to as the "Proprietary Information"). Proprietary Information is defined as any information, communication or data, in any form, including, but not limited to oral, written, graphic or electronic forms, models or samples, which the Disclosing Party identifies as confidential or which is of such a nature that the Party who receives the information (“Receiving Party”) should reasonably understand that the Disclosing Party desires to protect such information, communication or data against unrestricted disclosure or use, including without limitation, products and services and the other Party in pricing for same and any royalty or fee arrangements; customers, prospective customers, suppliers or employees; business methods, procedures and techniques, technology; business plans and strategies; marketing information or plans; trade secrets; or commercially sensitive information, the performance secrecy of this Agreementwhich is valued by such Party. To the extent possible, All Proprietary Information shall remain the sole property of the Disclosing Party and its confidentiality shall be clearly identified or labeled as such maintained and protected by the disclosing Receiving Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in with the same manner degree of care as it holds the Receiving Party uses for its own Proprietary Information of like kindconfidential and proprietary information, but in any caseno event, by the use less than a reasonable degree of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each The Receiving Party shall return all such not use the Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Disclosing Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing necessary to fulfill its obligations under this Agreement, including preparation nor shall it disclose such Proprietary Information to any third party during the Term of this Agreement and for five (5) years after its termination, without the prior written consent of the Proposal for submission Disclosing Party. Except as may be authorized in advance in writing by the Disclosing Party, the Receiving Party shall only grant access to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Disclosing Party’s Proprietary Information furnished to its Affiliates and Employees who have a need to know and who are bound by either Party may be used terms of confidentiality no less restrictive than those set forth in accordance with written authorization received from this Section 12. The restrictions on the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use or disclosure of any Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of to any Proprietary Information of the other to the extent such informationInformation: (1i) becomes known after it has become generally available to the public from a source other than without breach of this Agreement by the receiving Receiving Party; (2ii) was or becomes known which is rightfully in the Receiving Party's possession prior to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable informationdisclosure as evidenced by competent written proof; (3iii) is furnished to others by its owner without restriction on disclosure; (4) which is independently developed by personnel the Receiving Party without reliance on the Proprietary Information; (iv) which is rightfully received by the Receiving Party from a third party without a duty of the receiving Party who have not had access to such informationconfidentiality; or (5v) which is disclosed pursuant under operation of law. In the event the Receiving Party is required to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of disclose any Proprietary Information by either under operation of law, the Receiving Party shall: (A) give written notice of such disclosure to the other shall be construed as granting Disclosing Party at the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury earliest legally permissible opportunity; (B) limit such disclosure to the disclosing Party for which monetary damages provide an inadequate remedy, extent practicable; and agrees that, in addition (C) make such disclosure only to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIextent so required.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Online Terms for Distribution Services (Bright Mountain Holdings, Inc./Fl)
Proprietary Information. 7.1 (a) The Client Company acknowledges that any business plan and related documentation which it receives from the Contractor as part of the Professional Services ("Contractor Business Plan") will be based on Proprietary Information (defined below) of the Contractor and may also include Proprietary Information provided by the Client Company. The Client Company undertakes not to use or disclose the Proprietary Information in the Contractor Business Plan save as expressly permitted by the Contractor or by this section 5. The Client Company also acknowledges that the Contractor may use or disclose any materials or techniques included in the Contractor Business Plan (other than Proprietary Information provided by, or created by Contractor specifically for, the Client Company), without reference to the Client Company.
(b) Each Party anticipates party acknowledges that it may be necessary to provide furnished with or may otherwise receive or have access to information of a confidential or proprietary nature information which belongs to or relates to the other party's business, including (hereinafter referred to as without limitation) past, present or future business plans, marketing plans, products, software, research, development, inventions, processes, techniques, design or other technical information and data (the "Proprietary Information") to ). Each party further acknowledges that all intellectual property rights residing in the other Party in the performance of this Agreement. To the extent possible, party's Proprietary Information are and will remain the exclusive property of the other party.
(c) Each party agrees to preserve and protect the confidentiality of the other party's Proprietary Information and all forms thereof, whether disclosed to it before this Agreement is signed or afterwards. In addition, each party agrees that it shall be clearly identified not disclose or labeled as disseminate the other party's Proprietary Information to any third party and shall not use such by Proprietary Information for its own benefit or for the disclosing Party benefit of any third party (other than in furtherance of the goals of the party to whom the Proprietary Information belongs or relates).
(d) The foregoing obligations shall not apply to any information which the recipient can prove:
(i) is previously publicly known at the time of disclosure. Where concurrent identification of such information is not feasible, receipt from the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether other party or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation which subsequently becomes publicly known through no act or fault of the Proposal and other work related recipient;
(ii) was given to it by a third party not under any obligation to maintain its confidentiality; or
(iii) was independently developed by it without resort to the Project. Each Party shall return all such Proprietary Information of the other upon party.
(e) Within 30 days after the termination of this Agreement or such other period as the Agreement and completion of parties may agree, each party shall return to the other all pending Projects.
7.3 Neither Party shall reproduce, disclose or use materials embodying the Proprietary Information of the other except as follows:
in its possession or control (aincluding in the case of the Client Company, the Contractor Business Plan) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing and shall confirm that all copies of such materials have been permanently deleted from its obligations under this Agreement and any resulting subcontractcomputer systems.
(bf) Proprietary Information furnished by Contractor shall not compete against Client Company, nor shall it act on behalf of a direct competitor of Client Company, listed in Schedule D from time to time, during the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Clientterm, and for 6 months thereafter. Client Company may at its discretion, but only acting reasonably and in performance good faith, add additional names to Schedule D. Contractor agrees to act reasonably and in good faith not to pursue any potential client which it believes is a direct competitor of a resulting subcontract between the Parties for a ProjectClient Company, and to consult with Client Company in situations where it is in doubt.
(cg) Proprietary Information furnished by either Party may be used in accordance with written authorization received from This Clause 5 shall survive the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information termination of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementAgreement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Professional Services Agreement (Delano Technology Corp)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information During the Term of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to this Agreement and after the other Party in the performance termination of this Agreement. To , the extent possible, parties will take all steps reasonably necessary to hold the other party’s Proprietary Information shall be clearly identified or labeled as such by in confidence, will not use the disclosing Party at the time of disclosure. Where concurrent identification of such information is party’s Proprietary Information in any manner or for any purpose not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansexpressly set forth in this Agreement, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold not disclose any such Proprietary Information confidential in to any third party without the same manner as it holds its own Proprietary Information of like kinddisclosing party’s express prior written consent; provided, but in any casehowever, by that each party (the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such “receiving party”) may disclose Proprietary Information of the other upon termination party (the “disclosing party”) (a) to such receiving party’s employees, directors, officers, contractors, and agents (collectively, “Representatives”) who have a need to know such information and who have been advised of and have agreed to comply with the confidentiality restrictions contained in this Section 6 and (b) to such third parties as are authorized or directed by the disclosing party in writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. “Proprietary Information” belonging to a disclosing party includes, but is not limited to, such disclosing party’s (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding its plans for research, development, new products, marketing and selling, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation of employees, and (d) other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the Agreement information or the circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. Proprietary Information includes reports, analyses, notes, and completion of all pending Projects.
7.3 Neither Party other information or materials that contain or are derived using the disclosing party’s Proprietary Information, even if developed in whole or in part by the receiving party. For clarity, information about the Licensed Software, including information about its features, functionality, and pricing, are and shall reproduce, disclose or use remain the Proprietary Information of Selectron. For further clarity, Licensee Data is and shall remain the other except as follows:
Proprietary Information of Licensee. Notwithstanding the foregoing, information will not be considered to be Proprietary Information if (a) Proprietary Information furnished it is readily available to the public other than by the Team Leader may be used by the Team Member in performing its obligations under a breach of this Agreement and any resulting subcontract.
Agreement; (b) Proprietary Information furnished it has been rightfully received by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of receiving party from a resulting subcontract between the Parties for a Project.
third party without confidentiality limitations; (c) Proprietary Information furnished it has been independently developed by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure receiving party without reference to or use of the disclosing party’s Proprietary Information of the other to the extent such information: Information; or (1d) becomes known to the public from a source other than the receiving Party; (2) it was or becomes rightfully known to the receiving Party party prior to its first receipt from a Third Party having the right disclosing party. The receiving party shall be entitled to disclose it and having no obligation the disclosing party’s Proprietary Information if required by law or a judicial order; provided that the receiving party first provides prompt notice of confidentiality the required disclosure to the disclosing Party party, and complies with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; any protective or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled similar order obtained by the Party disclosing and furnishing sameparty limiting the required disclosure.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance 4.1. For purposes of this Agreement. To the extent possible, “Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibleInformation” means all business practices, the disclosing Party shall provide such identification as promptly thereafter as possible. Howeverrating practices, enrollment procedures, products, patents, and records, whether or not so designateddesignated as confidential, each Party's client listsincluding, business plansbut not limited to, the terms of this Addendum, but not including information otherwise in the public domain.
4.2. The parties expressly agree that they will keep strictly confidential any Proprietary Information that they learn in the course of their performance hereunder. The receiving party will not, at any time, without the prior written consent of the disclosing party, use Proprietary Information in any fashion, form, or manner, except to fulfill its obligations under this Addendum. Notwithstanding anything to the contrary herein, Proprietary Information may not be sold for the financial gain of the receiving party or be used in any way to the disclosing party’s disadvantage or detriment.
4.3. Except as expressly provided herein or permitted in this section 4.3, the receiving party shall not disclose, directly or indirectly, to a third party any Proprietary Information. The receiving party may permit its employees, officers, subcontractors, representatives and agents to have access to Proprietary Information to the extent necessary to perform the receiving party’s contractual obligations to the disclosing party. Each party shall be entitled to audit the other party’s use of, and the pricing of its products and services will be deemed the confidential information of such Partyprocedures to protect, Proprietary Information during regular business hours upon reasonable advance notice.
7.2 Each Party agrees 4.4. The receiving party may disclose Proprietary Information: (i) as reasonably necessary to its auditors, accountants, counsel, and regulators who are under an obligation to maintain the confidentiality of Proprietary Information, and (ii) to respond to a properly authorized civil, criminal judicial process or regulatory investigation or subpoena or summons issued by a federal, state or local authority having jurisdiction over the receiving party for examination, compliance, or other purposes as authorized by applicable law, however, any such disclosure may be made only after giving the disclosing party prior notice of the potential disclosure as soon as reasonably practical before such disclosure is made so that it a protective order or other appropriate remedy may be sought or compliance with the provisions of this Agreement may be waived. If such protective order or other remedy is not obtained or if compliance with any provision of this Agreement is waived, the receiving party will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures furnish only that part of Proprietary Information that, upon the advice of counsel, is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.
4.5. Unless otherwise expressly agreed in writing, the receiving party shall be restricted to those individuals who are participating in preparation of the Proposal and other work related either promptly return to the Project. Each Party shall return disclosing party all such documents and materials (and all copies thereof) containing any Proprietary Information of the other disclosing party or destroy all such items as the disclosing party may direct upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing expiration of this Agreement nor Addendum or the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameAgreement.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Broker Agreement
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information During the Term of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to this Agreement and after the other Party in the performance termination of this Agreement. To , the extent possible, parties will take all steps reasonably necessary to hold the other party’s Proprietary Information shall be clearly identified or labeled as such by in confidence, will not use the disclosing Party at the time of disclosure. Where concurrent identification of such information is party’s Proprietary Information in any manner or for any purpose not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansexpressly set forth in this Agreement, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold not disclose any such Proprietary Information confidential in to any third party without the same manner as it holds its own Proprietary Information of like kinddisclosing party’s express prior written consent; provided, but in any casehowever, by that each party (the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such “receiving party”) may disclose Proprietary Information of the other upon termination party (the“disclosing party”) (a) to such receiving party’s employees, directors, officers, contractors, and agents (collectively, “Representatives”) who have a need to know such information and who have been advised of and have agreed to comply with the confidentiality restrictions contained in this Section 6 and (b) to such third parties as are authorized or directed by the disclosing party in writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. “Proprietary Information” belonging to a disclosing party includes, but is not limited to, such disclosing party’s (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding its plans for research, development, new products, marketing and selling, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation of employees, and (d) other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the Agreement information or the circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. Proprietary Information includes reports, analyses, notes, and completion of all pending Projects.
7.3 Neither Party other information or materials that contain or are derived using the disclosing party’s Proprietary Information, even if developed in whole or in part by the receiving party. For clarity, information about the Licensed Software, including information about its features, functionality, and pricing, are and shall reproduce, disclose or use remain the Proprietary Information of Selectron. For further clarity, Licensee Data is and shall remain the other except as follows:
Proprietary Information of Licensee. Notwithstanding the foregoing, information will not be considered to be Proprietary Information if (a) Proprietary Information furnished it is readily available to the public other than by the Team Leader may be used by the Team Member in performing its obligations under a breach of this Agreement and any resulting subcontract.
Agreement; (b) Proprietary Information furnished it has been rightfully received by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of receiving party from a resulting subcontract between the Parties for a Project.
third party without confidentiality limitations; (c) Proprietary Information furnished it has been independently developed by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure receiving party without reference to or use of the disclosing party’s Proprietary Information of the other to the extent such information: Information; or (1d) becomes known to the public from a source other than the receiving Party; (2) it was or becomes rightfully known to the receiving Party party prior to its first receipt from a Third Party having the right disclosing party. The receiving party shall be entitled to disclose it and having no obligation the disclosing party’s Proprietary Information if required by law or a judicial order; provided that the receiving party first provides prompt notice of confidentiality the required disclosure to the disclosing Party party, and complies with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; any protective or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled similar order obtained by the Party disclosing and furnishing sameparty limiting the required disclosure.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary A. Proprietary Information shall include all business and technical information relating to provide access the Work which is furnished to Contractor by Unisys and all other information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") which is either furnished by one party to the other Party in tangible form marked as "restricted", "confidential", "proprietary", or other appropriate legend, or disclosed by one party to the performance other in non-tangible form with notice of this Agreement. To its proprietary nature and subsequently described in writing delivered to the extent possible, Proprietary Information shall be clearly identified or labeled as such receiving party within fifteen (15) days after disclosure by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Partyfurnishing party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own B. The Work and Deliverables are deemed to be Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Unisys as though it was Proprietary Information furnished by Unisys to Contractor, and shall be restricted so treated by Contractor.
C. Title, or the right to those individuals who are participating possess Proprietary Information, as between the parties shall, except as otherwise provided herein, remain in preparation of the Proposal and other work related party which furnishes it to the Projectother party. Each Party No rights are granted by either party to the other with respect to Proprietary Information except as expressly stated herein. Neither party shall return all such use or copy any Proprietary Information of the other upon termination party except for the purposes of and to the Agreement and completion of all pending Projects.
7.3 Neither Party extent necessary for this Agreement. Each party shall reproduce, disclose or use exercise reasonable care with respect to Proprietary Information of the other except party to preclude disclosure thereof to any third party and permit disclosure only to its personnel who are involved in the Work and have agreed in writing to be bound consistent with the provisions of this Agreement. Each party shall have the obligations stated in this Article VII regarding Proprietary Information both during and after the expiration, termination or cancellation of this Agreement and shall be released from such obligations only as followsto Proprietary Information:
(a1) Proprietary Information furnished which is at any time in the public domain other than by the Team Leader may be used by the Team Member in performing its obligations under a breach of this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by on the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation part of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.receiving party; or
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known which is at any time rightfully received from a third party which has the right and transmits it to the receiving Party from a Third Party having the right to disclose it and having no party without any obligation of confidentiality to the disclosing Party with respect to the applicable informationconfidentiality; or
(3) is furnished to others by its owner without restriction on disclosure; (4) which is independently developed by personnel of the receiving Party party who have not had access to Proprietary Information of the other party; or
(4) which is rightfully known to the receiving party without any limitation on use or disclosure prior to receipt thereof from the furnishing party, as substantiated by tangible evidence antedating disclosure by the furnishing party to the receiving party.
D. Neither party is restricted from disclosing Proprietary Information of the other party pursuant to a judicial or governmental order, but any such disclosure shall be made only to the extent so ordered and provided only that the party receiving an order:
(a) timely notifies the other party so that it may intervene in response to such order, or (b) if timely notice cannot be given then seeks to obtain a protective order from the court or government for such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither E. Each party shall promptly cease using and shall return or destroy (and certify destruction of) all Proprietary Information furnished by the signing other party along with all copies thereof in its possession including copies stored in any computer memory or storage medium upon the expiration, termination, or cancellation of this Agreement nor Agreement, whichever first occurs; provided, however, that Unisys may retain copies of Contractor's materials for the furnishing purpose of any Proprietary Information by either Party to the other shall be construed license rights as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameset forth in Article VI hereof.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Technical Services Agreement (Tier Technologies Inc)
Proprietary Information. 7.1 Each a. Disclosing Party anticipates will identify and xxxx its written Proprietary Information disclosed hereunder as “Proprietary Information” at the time it is conveyed to Alliance. For Proprietary Information first disclosed orally (i.e., information expressed by spoken words) hereunder, Disclosing Party will:
(i) identify such information as Proprietary Information at the time it is conveyed to Alliance;
(ii) reduce such information to writing; and (iii) provide an appropriately identified and marked copy of such writing to Alliance within thirty (30) days of such disclosure.
b. Alliance will treat Proprietary Information that it may be necessary is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary, and will use such information only for the Purpose. Alliance will not disclose such information to any third party for the duration of the Confidentiality Period without the prior written approval of Disclosing Party. Notwithstanding the foregoing, Proprietary Information provided to Alliance hereunder is subject to inspection by DOE or its designee upon reasonable notice. Proprietary Information provided to DOE employees is protected against further disclosure under 18 U.S.C. § 1905.
c. Alliance will provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by that is within the disclosing Party at the time of disclosure. Where concurrent identification of such information Scope and that is not feasibledisclosed in compliance with Paragraph 2.a, the disclosing Party shall provide such identification as promptly thereafter as possible. Howeverabove, whether or not so designatedonly to Alliance's employees, each Party's client lists, business plansagents, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals independent contractors who are participating in preparation of the Proposal and other work required to have access specifically related to the ProjectPurpose, and to DOE or its designee for auditing and inspection purposes only. Each Party shall return all Alliance will inform individuals having access to such Proprietary Information of the other upon termination confidential nature of this information and the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing restrictions on its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproductionpublication, disclosure, and use use, and will require that such employees, agents, and independent contractors are bound by confidentiality obligations no less stringent than those stated in this Agreement.
d. The obligations of Proprietary Information shall confidentiality set forth in this Agreement do not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: information which
(1i) becomes publicly known to without the public from a source fault of Alliance or DOE; (ii) has been made available by Disclosing Party (or the owner if other than the receiving Disclosing Party) to others without obligation concerning its confidentiality; (2iii) was is already in the possession of Alliance or becomes known to the receiving Party from a Third Party having the right to disclose it and having no DOE without obligation of confidentiality to the disclosing Party with respect to the applicable informationconcerning its confidentiality; (3) is furnished to others by its owner without restriction on disclosure; (4iv) is independently developed by personnel employees of the receiving Party Alliance or DOE who did not have not had access to such informationProprietary Information; or (5v) is required to be disclosed pursuant by U.S. law, including a Freedom of Information Act request if no exemption is deemed by DOE to governmental or judicial requirement.
7.5 Neither the signing be applicable, and a court order from a court of this Agreement nor the furnishing of any Proprietary Information by either competent jurisdiction, provided that Alliance promptly notifies Disclosing Party and uses diligent efforts to limit such disclosure. Notwithstanding anything to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwisecontrary herein, any license under disclosure permitted by (v) above will not relieve Alliance’s confidentiality obligations as to disclosures to any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing samethird party.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Non Disclosure Agreement
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information During the Term of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to this Agreement and after the other Party in the performance termination of this Agreement. To , the extent possible, parties will take all steps reasonably necessary to hold the other party’s Proprietary Information shall be clearly identified or labeled as such by in confidence, will not use the disclosing Party at the time of disclosure. Where concurrent identification of such information is party’s Proprietary Information in any manner or for any purpose not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansexpressly set forth in this Agreement, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold not disclose any such Proprietary Information confidential in to any third party without the same manner as it holds its own Proprietary Information of like kinddisclosing party’s express prior written consent; provided, but in any casehowever, by that each party (the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such “receiving party”) may disclose Proprietary Information of the other upon termination party (the “disclosing party”) (a) to such receiving party’s employees, directors, officers, contractors, and agents (collectively, “Representatives”) who have a need to know such information and who have been advised of and have agreed to comply with the confidentiality restrictions contained in this Section 6 and (b) to such third parties as are authorized or directed by the disclosing party in writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. “Proprietary Information” belonging to a disclosing party includes, but is not limited to, such disclosing party’s (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding its plans for research, development, new products, marketing and selling, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation of employees, and (d) other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the Agreement information or the circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. Proprietary Information includes reports, analyses, notes, and completion of all pending Projects.
7.3 Neither Party other information or materials that contain or are derived using the disclosing party’s Proprietary Information, even if developed in whole or in part by the receiving party. For clarity, information about the Licensed Software, including information about its features, functionality, and pricing, are and shall reproduce, disclose or use remain the Proprietary Information of Selectron. For further clarity, Licensee Data is and shall remain the other except as follows:
Proprietary Information of Licensee. Notwithstanding the foregoing, information will not be considered to be Proprietary Information if (a) Proprietary Information furnished it is readily available to the public other than by the Team Leader may be used by the Team Member in performing its obligations under a breach of this Agreement and any resulting subcontract.
Agreement; (b) Proprietary Information furnished it has been rightfully received by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of receiving party from a resulting subcontract between the Parties for a Project.
third party without confidentiality limitations; (c) Proprietary Information furnished it has been independently developed by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure receiving party without reference to or use of the disclosing party’s Proprietary Information of the other to the extent such information: Information; or (1d) becomes known to the public from a source other than the receiving Party; (2) it was or becomes rightfully known to the receiving Party party prior to its first receipt from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such informationparty. ; or (5e) it is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party applicable law, including but not limited to the other Washington State Public Records Act, Chapter 42.56 of the Revised Code of Washington (“RCW”). In the event Licensee receives a request for records pursuant Chapter 42.56 RCW, Client shall, notify Selectron of such request and withhold disclosure of such information for not less than five (5) business days to permit Selectron to seek judicial protection of such information, provided that Selectron shall be construed as granting the other Party expresslyresponsible for attorney fees and costs in such action and shall save and hold harmless Licensee from any costs, by implicationattorney feels, by estoppel or otherwise, any license penalty assessment under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing sameCh. 42.56 RCW.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide 5.1 The Chairman acknowledges and agrees that, in the course of his duties with the Company, he will have access to confidential and propriety information of a confidential the Company regarding, without limitation, the business, financial, research, exploratory, engineering, production, marketing and sales activities of the Company. Such information, whether documentary, written, oral or proprietary nature (hereinafter computer generated, shall be deemed to be and referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, .
5.2 Proprietary Information shall be clearly identified deemed to include any and all proprietary information disclosed by or labeled on behalf of the Company and irrespective of form, but excluding information that: (i) was known to the Chairman prior to his association with the Company and can be so proven; (ii) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as such a result of a breach of this Agreement by the disclosing Party at Chairman; (iii) shall have been received by the time Chairman from a third party having no obligation to the Company; (iv) reflects general skills and experience gained during the Chairman's engagement by the Company; or (v) reflects information and data generally known within the industries or trades in which the Company transacts business.
5.3 The Chairman agrees and declares that all Proprietary Information, patents and other rights in connection therewith shall be the sole property of disclosurethe Company and its assigns. Where concurrent identification At all times, both during this Agreement and for a period of such information is not feasiblefive (5) years after its termination, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansChairman will keep in confidence and trust all Proprietary Information, and the pricing of its products and services Chairman will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the not use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, or disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party or anything relating to it without the other shall written consent of the Company, except as may be construed as granting necessary in the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by ordinary course of performing the Party disclosing Chairman's duties hereunder and furnishing samein the best interests of the Company.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive 5.4 Upon termination of this Agreement with the Company, the Chairman will promptly deliver to the Company all documents and materials of any Proposal effortnature pertaining to his duties with the Company, and he will not take with him any documents or materials or copies thereof containing any Proprietary Information.
5.5 The Chairman recognizes that the Company received and will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. At all times, both during this Agreement and after its termination, the Chairman undertakes to keep and hold all such information in strict confidence and trust, and he will not use or disclose any of such information without the prior written consent of the Company, except as may be necessary to perform his duties for the Company and consistent with the Company's agreement with such third party. Upon termination of this Agreement with the Company, the Chairman shall act with respect to such information as set forth in Section 5.4
Appears in 1 contract
Samples: Chairman of the Board Appointment Agreement (Zion Oil & Gas Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to As used in Section 7.01, proprietary information includes:
i. fee schedules and payment criteria of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this AgreementHPA;
ii. To the extent possibleclinical data and information collected by RMG;
iii. clinical protocols, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansguidelines, and the pricing care patterns;
iv. performance results regarding individual Physicians; and
v. business operations, practices and procedures of its products RMG or Physicians, including staffing, strategies and services will be deemed the confidential financial plans and budgets, contractual relationships or terms, practice management procedures, health information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work technology systems and/or systems or processes related to the Projectspecific operation of Physicians (“Confidential Information”). Each Party In addition, the parties will hold in strict confidence any information specified in writing by any party hereto as confidential information. The parties shall return all such Proprietary Information each exercise best efforts to prevent any of the their respective agents, employees or independent contractors or any other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member person involved in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance doing business with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party recipient party from disclosing and furnishing sameor transmitting to any third party any such Confidential Information obtained from the disclosing party; provided, however, that nothing herein shall prohibit a recipient party from disclosing or transmitting information to the extent necessary or appropriate under this Agreement or as required by law. Without limiting the foregoing;
A. Physician shall not disclose to any third party, including, without limitation, other Physicians, practices or groups, Confidential Information, unless such disclosure is reasonably needed to coordinate care, required by law or is authorized in writing by RMG.
7.6 Each Party admits B. Notwithstanding the foregoing, Physician may disclose HPA terms to Physician employees, agents, or attorneys with a need to know for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to administering the disclosing Party for which monetary damages provide an inadequate remedyHPA, and agrees that, in addition to all other rights provided by law to which who have undertaken a similar duty of nondisclosure. Upon the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement for any reason, Physician shall immediately return and/or destroy any Confidential Information obtained by or from RMG, including any originals or copies of policies, procedures, clinical data and information and performance results. The parties agree that failure to abide by this Section will cause irreparable injury and, therefore, agree that in the event of a breach of this Section, each party shall be entitled to enforce these covenants in equity by way of injunction to restrain the violation, threatened violation or continued violation thereof, without the requirement to post bond, and that such application for such an injunction shall be without prejudice to any Proposal effortother right of action that may accrue to such party by reason of the breach.
Appears in 1 contract
Samples: Physician Participation Agreement
Proprietary Information. 7.1 Each Party anticipates that it During the term of this Agreement, the parties may be necessary furnish, to provide access to each other information of a confidential or proprietary nature including, but not limited to, specifications, photocopies, magnetic tapes, drawings, sketches, models, samples, tools, technical information, data, know-how, customer and market information, financial reports, precontractual negotiations, engineering studies, consultants’ studies, options for site purchases, and relationships established with experts, consultants and governmental agencies (all hereinafter referred to designated as "“Proprietary Information"”) in connection with the operations of the Plant. The party furnishing such Proprietary Information to the other Party party shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. A party will not directly or indirectly contest the ownership of Proprietary Information furnished by the other party in writing or furnished verbally and then documented in writing within seven (7) days. The use of the Proprietary Information of a party in the performance operations of the Plant does not give the other party any ownership interest or other interest in or to such information; provided, however, the MANAGER, upon termination of this Agreement, shall grant to OWNER at no additional cost (other than the license fee payable by OWNER to MANAGER under paragraph 17 below) a nonexclusive perpetual limited license to use, solely for the continued operations of the Plant, such Proprietary Information of MANAGER that is then utilized in the operation of the Plant and necessary for the continued operations of the Plant. To Any modifications or additions to the extent possibleProprietary Information of a party made by the other party will only be property of such other party if the modifications or addition stands alone separately without any portion of such Proprietary Information. Nothing in this Paragraph shall be construed as requiring any party to furnish any Proprietary Information to the other party. Proprietary Information developed by MANAGER or any of its employees or agents during the term of this Agreement or the operations of the Plant shall not be considered “work for hire” and, between the parties hereto, MANAGER shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. Notwithstanding the foregoing, if any Proprietary Information is jointly developed by the parties, such Proprietary Information shall be jointly owned by the parties. For purposes of this paragraph, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party not include:
(a) Information of a party that at the time furnished to the other party is in the public domain or becomes part of disclosurethe public domain by publication or otherwise through no fault of the other party or its employees or agents; or
(b) Information of a party that at the time furnished to the other party was in the possession of the other party as shown by written records and was independently developed by the other party or obtained from a source on a non-confidential basis by a Person entitled to disclose it. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information is confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Projectproprietary. Each Party party shall return all such keep the Proprietary Information of the other upon termination of party confidential and shall use all reasonable efforts to maintain the Agreement Proprietary Information as secret and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use confidential. Failure to so maintain the Proprietary Information of a party as confidential shall entitle such party to any damages stemming from such failure, to include without limitation, reasonable attorneys’ fees. A party shall not at any time without the prior written consent of the other except as follows:
(a) party, copy, duplicate, record or otherwise reproduce the Proprietary Information furnished of such other party, in whole or in part for any unauthorized Persons, or otherwise make the same available to any unauthorized Person. Each party agrees that the other party would be irreparably damaged by reason of any violation of the confidentiality provisions contained herein and that any remedy at law for a breach of such provisions would be inadequate. Therefore, a party shall be entitled to seek injunctive or other equitable relief in a court of competent jurisdiction against the other party, its agents, employees, officers or other associates, for any breach or threatened breach of the confidentiality covenants contained herein without the necessity of proving actual monetary loss. It is expressly understood that the remedy described herein shall not be the exclusive remedy of a party for any breach of such covenants, and such party shall be entitled to seek such other relief or remedy, at law or in equity, to which it may be entitled as a consequence of any breach of such covenants. Nothing in this paragraph shall be construed so as to inhibit OWNER’s ability to make necessary disclosures as required by the Team Leader may be used by Securities Act of 1933 or the Team Member in performing its obligations under this Agreement and Securities Exchange Act of 1934 or any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreementother applicable securities laws, including preparation of the Proposal for submission to the Clientprovided, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproductionhowever, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, any disclosure or use of Proprietary Information of MANAGER shall require the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation prior written consent of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have MANAGER, which shall not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementbe unreasonably withheld.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Management and Operational Services Agreement (Akron Riverview Corn Processors, LLC)
Proprietary Information. 7.1 Each Party anticipates 8.1 Both Yamaha and Xicor agree that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination will remain the property of the disclosing party and will be used by them solely for the purpose of manufacturing Wafers and/or Devices hereunder. Such Proprietary Information shall be maintained by each party in confidence and to a degree equal to or higher than the parties maintain their own proprietary information of a similar nature. The parties agree that they will not disclose any Propriety Information to any third party without the prior written permission of the disclosing party and further agree that such Propriety Information will not be maintained on any internal computer network that is unsecured and can be accessed via the internet or any other outside computing system. The parties agree that all of their respective employees and consultants shall be subject to non-disclosure agreements no less protective of Proprietary Information than the provisions of this Agreement prior to such employees and completion of all pending Projectsconsultants being allowed access to Proprietary Information.
7.3 Neither 8.2 Upon termination or expiration of this Agreement for whatever reason, the receiving Party shall reproduce, disclose or use must (i) return to the other Party the original and all copies of any Proprietary Information of the other except as follows:
disclosing Party, or (aii) destroy the originals and all copies of any Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation provide certification of the Proposal for submission such destruction to the Clientdisclosing party, and in performance of a resulting subcontract between the Parties for a Project.
(ciii) Proprietary Information furnished by either Party may be used in accordance with written authorization received from at the disclosing Party's request, have one of its officers certify in writing that it will not make any further disclosure or use of such Proprietary Information and specifically will not manufacture or have manufactured for it any product incorporating such Proprietary Information.
7.4 The limitations on reproduction, disclosure, and use 8.3 These confidentiality provisions as to any item of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use survive the termination of Proprietary Information this Agreement for a period of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or five (5) is disclosed pursuant to governmental or judicial requirementyears from the date of termination of this Agreement.
7.5 Neither the signing 8.4 If Yamaha develops any process modifications or new processes as a result of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedyrelationship with Xicor, and agrees thatsuch process modifications or new processes are useable by Xicor, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it Xicor shall have the right to seek incorporate such process modifications or new processes in its C5 process. The parties further agree that if such process modifications or new processes are patentable, and both parties wish to have an injunction pursue such patent, the parties shall equally share the cost of filing such patent, whether in the United States or equivalent remedy issued against Japan, and the receiving Party parties shall become co-owners of such patents. If only one parties wishes to prevent said Party from violations or further violations of this Article VIIpursue such patent, then the pursuing party shall bear all costs and the non-pursuing party shall be granted a non-exclusive, royalty free license for such patent.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Semiconductor Manufacturing Foundry Agreement (Xicor Inc)
Proprietary Information. 7.1 Each Pursuant to this Agreement, the Parties may disclose to one another certain information, as defined herein, which is considered by the Party anticipates that it may disclosing the information (“Disclosing Party”) to be necessary proprietary or confidential information (the “Proprietary Information”). Proprietary Information is defined as any information, communication or data, in any form, including, but not limited to provide access to information of a oral, written, graphic or electronic forms, models or samples, which the Disclosing Party identifies as confidential or proprietary which or is of such a nature that the Party who receives the information (hereinafter referred “Receiving Party”) should reasonably understand that the Disclosing Party desires to as "Proprietary Information") to protect such information, communication or data against unrestricted disclosure or use, including without limitation, products and services and the other Party in pricing for same and any royalty or fee arrangements; customers, prospective customers, suppliers or employees; business methods, procedures and techniques, technology; business plans and strategies; marketing information or plans; trade secrets; or commercially sensitive information, the performance secrecy of this Agreementwhich is valued by such Party. To the extent possible, All Proprietary Information shall remain the sole property of the Disclosing Party and its confidentiality shall be clearly identified or labeled as such maintained and protected by the disclosing Receiving Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in with the same manner degree of care as it holds the Receiving Party uses for its own Proprietary Information of like kindconfidential and proprietary information, but in any caseno event, by the use less than a reasonable degree of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each The Receiving Party shall return all such not use the Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Disclosing Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing necessary to fulfill its obligations under this Agreement, including preparation nor shall it disclose such Proprietary Information to any third party during the Term of this Agreement and for five (5) years after its termination, without the prior written consent of the Proposal for submission Disclosing Party. Except as may be authorized in advance in writing by the Disclosing Party, the Receiving Party shall only grant access to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Disclosing Party’s Proprietary Information furnished to its Affiliates and Employees who have a need to know and who are bound by either Party may be used terms of confidentiality no less restrictive than those set forth in accordance with written authorization received from this Section 9. The restrictions on the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use or disclosure of any Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of to any Proprietary Information of the other to the extent such informationInformation: (1i) becomes known after it has become generally available to the public from a source other than without breach of this Agreement by the receiving · Receiving Party; (2ii) was or becomes known is rightfully in the Receiving Party’s possession prior to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable informationdisclosure as evidenced by competent written proof; (3) is furnished to others by its owner without restriction on disclosure; (4iii) is independently developed by personnel the Receiving Party without reliance on the Proprietary Information; (iv) is rightfully received by the Receiving Party from a third party without a duty of the receiving Party who have not had access to such informationconfidentiality; or (5v) is disclosed pursuant under operation of law. In the event the Receiving Party is required to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of disclose any Proprietary Information by either under operation of law, the Receiving Party shall: (i) give written notice of such disclosure to the other shall be construed as granting Disclosing Party at the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury earliest legally permissible opportunity; (ii) limit such disclosure to the disclosing Party for which monetary damages provide an inadequate remedy, extent practicable; and agrees that, in addition (iii) make such disclosure only to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIextent so required.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Terms of Service
Proprietary Information. 7.1 Each Party anticipates that it From time to time, either party may be necessary to provide access to information of a confidential disclose or proprietary nature (hereinafter referred to as "Proprietary Information") make available to the other Party party, Proprietary Information in connection with the performance transactions contemplated hereunder. Each party agrees that during the term of this Agreement and thereafter (a) it will use Proprietary Information provided by the other party solely for the purpose(s) for which it was disclosed hereunder and (b) it will not disclose Proprietary Information provided by the other party to any third party (other than its employees and/or professional advisors on a need-to- know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein). The parties agree that except as necessary to perform their respective obligations hereunder or otherwise expressly required by law, they will not publicly announce or otherwise disclose any of the terms and conditions of this Agreement. To In the extent possible, event either party is requested or ordered by a court of competent jurisdiction to disclose Proprietary Information shall be clearly identified or labeled as such provided by the disclosing Party other party, such party will give the other party immediate notice of such request or order and, at the time of disclosure. Where concurrent identification of other party's request and expense, resist such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether request or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related order to the Projectfullest extent permitted by law. Each Party shall party will promptly (i) return all such Proprietary Information of to the other upon termination of the Agreement and completion of request any or all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of provided by the other except as follows:
then in its possession or under its control and (aii) erase or otherwise destroy all computer entries containing any Proprietary Information furnished provided by the Team Leader may be used other then in its possession or under its control and provide the other party with a written certification of such erasure or destruction. Each party further agrees to promptly return or destroy at the other party's request any documents, files, copies, summaries, digests, analysis, compilations, forecasts, studies or any other information prepared by it, fixed in any manner or form, used, derived from or based on the Proprietary Information provided by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) other party. Each party acknowledges that all Proprietary Information furnished provided by the Team Member may be used by the Team Leader in performing its obligations other party disclosed, obtained or received under this Agreement, including preparation of will be and remain the Proposal for submission to the Client, sole and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information exclusive property of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 party and/or Masterfoods USA Affiliates. The provisions of this Article VII shall Paragraph 9.1 will survive the expiration or any termination of this Agreement and any Proposal effortAgreement.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary SpaceX and Customer each agree to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party retain in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return confidence all such Proprietary Information of the other upon termination Party. Each Party agrees to: (i) preserve and protect the confidentiality of the other Party’s Proprietary Information; (ii) refrain from using the other Party’s Proprietary Information except as contemplated in this Agreement; (iii) disclose the Proprietary Information only to its directors, officers, employees and agents as is reasonably required in connection with the exercise of that Party’s rights and obligations under this Agreement and completion of all pending Projects.
7.3 Neither subject to a binding non-disclosure agreement that is at least as protective as this Section 11 (Confidentiality); and (iv) not disclose Proprietary Information to any third party, provided, however, that each Party shall reproduce, may disclose or use Proprietary Information of the other except as follows:
Party that is: (a) Proprietary Information furnished by already in the Team Leader may be used by public domain through no fault of the Team Member in performing its obligations under this Agreement and any resulting subcontract.
disclosing Party; (b) Proprietary Information furnished discovered or created by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission receiving Party without reference to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving disclosing Party; (2c) was or becomes otherwise made known to the receiving Party from a Third Party having the right to disclose it and having through no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel wrongful conduct of the receiving Party who have not had access or the entity providing the information to such informationthe receiving Party; or (5d) is required to be disclosed pursuant to by judicial or other governmental action, order or judicial requirement.
7.5 Neither the signing regulation. The confidentiality obligations of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII Section 11 (Confidentiality) shall survive the expiration or termination of this Agreement and any Proposal effortfor a period of five (5) years. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates a. Dealer and the Distributor acknowledge that it may be necessary to provide access to the identities of the other party’s customers, as well as information maintained by such other party regarding those customers, and all computer programs and procedures developed by such other party in connection with this Agreement constitute the valuable property of a confidential or proprietary nature such other party (hereinafter referred to as "“Proprietary Information"”). Each party agrees that should it come into possession of any of the other’s Proprietary Information pursuant to this Agreement, the party who acquired the information (the “Receiving Party”) shall hold such information in confidence and refrain from using, disclosing or distributing any such information, except (i) with the other party’s written consent, or (ii) as required by law or judicial process. Each party acknowledges that a party’s breach of the agreements contained in this Section 15 may result in immediate and irreparable harm to the other Party party for which there would be no adequate remedy at law and agrees that in the performance event of such a breach such other party will be entitled to seek equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
b. Each party agrees that (i) without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Agreement. To Proprietary Information as the Receiving Party employs with respect to its own Proprietary Information; (ii) the Receiving Party may disclose or provide access only to its responsible employees or agents who have a need to know and are under confidentiality obligations substantially similar to those imposed by this Agreement with respect to the Proprietary Information, and may make copies of Proprietary Information only to the extent possiblereasonably necessary to carry out the obligations hereunder; (iii) the Receiving Party will notify the non-Receiving Party immediately of any unauthorized disclosure or use, and will cooperate with the non-Receiving Party to protect all proprietary rights in and ownership of its Proprietary Information Information; and (iv) the Receiving Party shall be clearly identified or labeled as such by the disclosing Party not have any obligations under this section with respect to any information that is (x) publicly known at the time of disclosure. Where concurrent identification the receipt or becomes publicly known through no wrongful act or failure of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Partyrecipient; (2y) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Receiving Party who have not had access to such informationor its affiliates; or (5z) is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental or judicial requirementprocess.
7.5 Neither c. Notwithstanding anything to the signing contrary provided elsewhere herein, none of the provisions of this Agreement nor shall in any way limit the furnishing activities of The Blackstone Group Inc. and its affiliates in their businesses distinct from activities directly attributable to the Distributor, Company or any Fund, provided that customer information and/or Proprietary Information by either Party is not made available to representatives of The Blackstone Group Inc. and its affiliates who are not involved in activities directly attributable to the other Company or any Fund. Should customer information and/or Proprietary Information be made available to a representative of The Blackstone Group Inc. and its affiliates, such representative shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled bound by the Party disclosing and furnishing sameobligations set forth in this Agreement.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary (a) Subject to provide access this Section 8, the Parties agree to information of a confidential or proprietary nature (hereinafter referred to as "keep all Proprietary Information") to the Information provided by any other Party or its Affiliates, or ISL, in the performance of this Agreementstrict confidence. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in not, without the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation prior written consent of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduceDisclosing Party, disclose or use permit any other Person access to Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member provided in performing its obligations under this Agreement and any resulting subcontractSection 8.
(b) Notwithstanding any other provision of this Section to the contrary, a Party may disclose Proprietary Information furnished to:
(i) Auditors, attorneys, accountants, financial advisors, bankers and other consultants and advisors subject, in all cases, to the explicit agreement of the Person to whom such Proprietary Information is provided to be bound by the Team Member may be used by the Team Leader in performing its obligations under confidentiality provisions of this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project; and
(ii) Regulatory authorities if compelled by law or writ.
(c) Proprietary Information furnished by either In the event that a Receiving Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right reasonably believes it is required to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either law, such Receiving Party shall, to the other shall be construed as granting extent possible, provide the other Disclosing Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other proprietary right now or hereafter owned or controlled by appropriate remedy and/or waive the Party disclosing and furnishing sameterms of any confidentiality agreement applicable to such Proprietary Information.
7.6 Each (d) In the event of a verified breach of Proprietary Information that is also Customer Information, as defined herein, where such information is accidentally or intentionally accessed, compromised, or exposed (each, a “Security Incident”), the breaching Party admits for will:
(i) Promptly notify the non‐breaching Party and ISL of the Security Incident;
(ii) Reasonably cooperate with the non‐breaching Party and ISL to resolve the Security Incident; and
(iii) Verify it has taken all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party necessary actions to prevent said Party from violations a recurrence of incidents of the same or further violations of this Article VIIsimilar nature.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Member Marketing Agreement
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information"a) to In connection with the other Party in the negotiation, execution, delivery, and performance of this AgreementAgreement and the Transaction Documents and the consummation of the Transactions, a Party may disclose Confidential Information to another Party. To For purposes of this Section 4.3, the extent possibleterm "Confidential Information" means (x) written or documentary technical, Proprietary Information shall be clearly financial, or business information identified or labeled as such by the disclosing Party party with a conspicuous legend indicating that CONFIDENTIAL SETTLEMENT MATERIAL it contains confidential information of the disclosing party and (y) orally or visually disclosed technical, financial, or business information that is identified at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification disclosure as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, disclosing party by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related written notification to the Projectreceiving party. Each Party shall return will hold, and will cause its Affiliates and its and their respective directors, officers, employees, consultants, advisors, and agents to hold, in confidence all Confidential Information concerning any other Party obtained in connection with this Agreement or any Transaction Document and will use any such Proprietary Confidential Information only in connection with the Transactions; provided, however, that any Party may disclose Confidential Information to any Person whose knowledge of such Confidential Information is necessary to facilitate the consummation of the other upon termination Transactions so long as such Person agrees to comply with the terms of this Section 4.3. Each Party's obligation to hold Confidential Information in confidence will be satisfied if it exercises the Agreement and completion same care with respect to such Confidential Information as it would exercise to preserve the confidentiality of all pending Projects.
7.3 Neither Party shall reproduceits own similar information. Notwithstanding the foregoing provisions of this Section 4.3, disclose there will be no obligation of confidence or limitation on use Proprietary or disclosure as to any Confidential Information of the other except as follows:
that (ai) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure is or use of Proprietary Information of the other to the extent such information: (1) becomes known available to the public without breach of the terms of this Agreement; (ii) is known by the receiving party prior to its receipt by the disclosing party as Confidential Information hereunder; (iii) is approved for release by written authorization of the disclosing party; (iv) is lawfully obtained from a source other than third party who is not subject to a duty of confidentiality; (v) is disclosed by the disclosing party to a third party without imposing a duty of confidentiality; (vi) is determined to have been developed independently by the receiving Party; (2) was or becomes known to the receiving Party from party by a Third Party having the right to disclose it and having no obligation Person without substantive knowledge of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such party's information; or (5vii) is required to be disclosed pursuant to governmental in accordance with any applicable Legal Requirements or judicial requirement.
7.5 Neither by the signing of this Agreement nor the furnishing rules and regulations of any Proprietary Information by either applicable self-regulatory organization if the Party required to make such disclosure has used commercially reasonable efforts to notify the other shall be construed disclosing party as granting far in advance of the other Party expresslyrequired disclosure as is reasonably practicable under the circumstances and cooperated in all reasonable respects with the disclosing party, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled if requested by the Party disclosing party and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation at the expense of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedyparty, and agrees that, in addition to all other rights provided by law obtain a protective order or otherwise seek confidential treatment with respect to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIIsuch information.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Master Agreement (Liberty Satellite & Technology Inc)
Proprietary Information. 7.1 Each Party anticipates that it During the term of this Agreement, the parties may be necessary furnish to provide access to each other information of a confidential or and proprietary nature in connection with the operation of the Plant (all hereinafter referred to designated as "“Proprietary Information") ”). The party furnishing such Proprietary Information to the other Party party shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. A party will not directly or indirectly contest the ownership of Proprietary Information furnished by the other party. Any modifications or additions to the Proprietary Information of a party made by the other party will only be property of such other party if the modification or addition stands alone separately without any portion of such Proprietary Information. Nothing in this paragraph shall be construed as requiring any party to furnish any Proprietary Information to the other party, except that, on termination of this Agreement, UBEM shall, in accordance with paragraph 14(c) provide to OWNER copies of all operating procedures and data regarding operation of the Plant as OWNER may request. Proprietary Information developed by UBEM or any of its employees or agents during the term of this Agreement or the operations of the Plant shall not be considered “work for hire” and UBEM shall have the exclusive right and interest in and to such Proprietary Information and the goodwill associated therewith. The use of the Proprietary Information of a party in the performance operations of the Plant does not give the other party any ownership interest or other interest in or to such information; provided, however, UBEM, upon termination of this Agreement, shall grant to OWNER at no additional cost a fully-paid, nonexclusive perpetual limited license to use, solely for the continued operations of the Plant in the Production Process, such Proprietary Information of UBEM that is then utilized in the operation of the Plant and necessary or desirable for the continued operations of the Plant in the Production Process; provided, however, such limited license may be utilized by OWNER’s parent company in connection with the operations of the Affiliated Plants and may be assigned by OWNER to any successor owner or operator of the Plant. UBEM is under no obligation to update said Proprietary Information upon termination of this Agreement. To the extent possibleFor purposes of this paragraph, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party not include:
(a) Information of a party that at the time of disclosure. Where concurrent identification of such information furnished to the other party is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds public domain or becomes part of the public domain by publication or otherwise through no fault of the other party or its own Proprietary employees or agents; or
(b) Information of like kind, but a party that at the time furnished to the other party was in any case, the possession of the other party as shown by written records and was independently developed by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted other party or obtained from a source on a non-confidential basis by a third party entitled to those individuals who are participating in preparation of the Proposal and other work related to the Projectdisclose it. Each Party party shall return all such keep the Proprietary Information of the other upon termination party confidential and shall use all reasonable efforts to maintain the Proprietary Information as secret and confidential. A party shall not at any time without the prior written consent of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduceother party, disclose copy, duplicate, record or use otherwise reproduce the Proprietary Information of such other party, in whole or in part for any unauthorized Persons, or otherwise make the same available to any unauthorized Person. For this purpose, it is understood and agreed that OWNER may provide Proprietary Information to the owners or operators of any of the Affiliated Plants, to any parent company of the OWNER and to any lender or equity owner of the OWNER or its parent company. Each party agrees that the other except as follows:
(a) Proprietary Information furnished party would be irreparably damaged by reason of any violation of the Team Leader provisions contained herein and that any remedy at law for a breach of such provisions would be inadequate. Therefore, a party shall be entitled to seek injunctive or other equitable relief in a court of competent jurisdiction against the other party or its agents or employees, for any breach or threatened breach of the provisions contained herein without the necessity of proving actual monetary loss. It is expressly understood that the remedy described herein shall not be the exclusive remedy of a party for any breach of such covenants and such party shall be entitled to seek such other relief or remedy, at law or in equity, to which it may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of entitled as a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing consequence of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing samebreach of such covenants.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Plant Operation Agreement (ASAlliances Biofuels, LLC)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to All confidential information of a confidential or proprietary nature either party disclosed to the other party in connection with the Research hereunder (hereinafter referred to as "Proprietary Confidential Information") will be treated by the receiving party as confidential and restricted in its use to only those uses contemplated by the other Party in the performance terms of this Agreement. To Any information which is to be treated as confidential must be clearly marked as confidential prior to transmittal to the extent possibleother party. If such Confidential Information is disclosed orally, Proprietary Information it shall be clearly identified or labeled as such by the disclosing Party being confidential at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and shall thereafter be reduced to writing within 30 days, marked as confidential, and transmitted to the pricing of its products and services will be deemed receiving party. The Sponsor may submit Confidential Information only to the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kindPrincipal Investigator or Xxxxx Xxx, but in any casePh.D. ("Day"), by the use of at least reasonable care. Disclosures of Proprietary Information who shall be restricted free to those individuals who are participating in preparation refuse to accept such Confidential Information. The obligations of the Proposal this paragraph shall survive and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon continue for five (5) years after termination of the Agreement and completion of all pending Projects.
7.3 Neither Party this Agreement. Specifically excluded from such confidential treatment shall reproduce, disclose or use Proprietary Information of the other except as follows:
be information which: (a) Proprietary Information furnished by is or becomes part of the Team Leader may be used by public domain, through no fault of the Team Member in performing its obligations under this Agreement and any resulting subcontract.
receiving party; (b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known is lawfully disclosed to the receiving Party from party by a Third Party having the right third party who is not obligated to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable informationretain such information in confidence; (3) is furnished to others by its owner without restriction on disclosure; (4c) is independently developed by personnel of at the receiving Party who have party by someone not had access privy to the confidential information; (d) is required to be disclosed to comply with applicable laws or governmental regulations, provided that the disclosing party receives prior notice of such informationdisclosure and that the receiving party takes all reasonable and lawful actions to minimize the extent of such disclosure, and if possible to avoid such disclosure; or (5e) as of the date of its disclosure and/or delivery is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party already known to the other party receiving such information, except in the case of disclosures of information relating to the Research hereunder made between Sponsor or consultants of Sponsor and the Principal Investigator or Day. Each party shall be construed as granting retain full ownership of all its Confidential Information in the possession of the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by party. At the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement Agreement, each party shall secure the return of, or destroy, any Confidential Information that is in its possession and any Proposal effortthat is owned by the other party.
Appears in 1 contract
Proprietary Information. 7.1 12.1 Each Party anticipates that it may be necessary acknowledges the other Party's ownership of trade secrets, proprietary or confidential information, including but not limited to provide access products, planned products, services or planned services, the identity of or information concerning customers or prospective customers, data, financial information, computer software, processes, methods, knowledge, inventions, ideas, marketing promotions, discoveries, current or planned activities, research development or other information relating to information the other Party's business activities or operations and those of a confidential its customers or proprietary nature subcontractors, as well as the pricing and other terms and conditions of this Agreement (hereinafter collectively referred to hereinafter as the "Proprietary Information"). Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
(a) This Agreement creates a confidential relationship between Qwest and Corvis and, in the course of, negotiating or performing this Agreement, including providing Products pursuant to this Agreement, the disclosing Party may disclose Proprietary Information to the other receiving Party. The receiving Party will keep Proprietary Information confidential and, except as directed or authorized in writing, will use Proprietary Information only to provide the Products and services pursuant to this Agreement and will not disclose to any person or entity, directly or indirectly, in whole or in part, any Proprietary Information, information prepared from Proprietary Information, or information that comes into possession by reason of services hereunder. Dissemination of Proprietary Information will be limited to the personnel within the receiving Party's organization with a need to know and solely for the purpose of the performance of this Agreementduties hereunder. Upon cessation of work hereunder, the receiving Party will return or destroy and certify to the disclosing Party such destruction of all documents, papers and other materials in its control that contain or relate to Proprietary Information. To the extent possible, practicable all Proprietary Information shall disclosed to the receiving Party will be clearly promptly identified or labeled as such [*].
(b) The receiving Party will protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that it uses with respect to information of its own of a similar nature, but in no event less than reasonable care.
12.3 [*] Qwest may not sell, assign or otherwise transfer any of the Products to a third party other than to: (i) a communications carrier for its own internal use in providing communication services; or (ii) an Affiliate, without the prior written consent of Corvis, which consent will not be unreasonably withheld. [*].
12.4 Notwithstanding anything to the contrary contained herein, no information will be deemed Proprietary Information if the Party receiving such information hereunder or any of its Affiliates ("Receiving Party") can demonstrate that such --------------- information: (a) is generally known to the public on the date of disclosure of same or becomes generally known to the public after such date through no breach of this Agreement or any other obligation of confidentiality; (b) was known by the disclosing Receiving Party without any obligation to hold it in confidence at the time of disclosure. Where concurrent identification ; (c) is received by the Receiving Party after the date of such information is not feasible, disclosure by the disclosing other Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing any of its products affiliates ("Disclosing Party") from ---------------- a third Party without breach of any obligation of confidentiality and services will be deemed without any obligation of confidentiality binding upon the confidential information of such Receiving Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, ; (d) is independently developed by the use Receiving Party after the date of at least reasonable care. Disclosures of Proprietary Information shall be restricted disclosure by employees without access to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination Disclosing Party; (e) is approved for release by written authorization of the Agreement Disclosing Party, but only to the extent of and completion subject to such Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. conditions as may be imposed in such written authorization; (f) is required by law, rule or regulation, including requirements of all pending Projectsthe applicable securities exchanges, to be disclosed, but only to the extent and for the purposes of such required disclosure and subject to Section 12.5; or (g) is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order and subject to Section 12.5.
7.3 Neither 12.5 If a Receiving Party shall reproduce, is or may be required by law or court order to disclose or use any Proprietary Information of the other except as followsa Disclosing Party, such Receiving Party:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement will provide to such Disclosing Party immediate notice of such possible disclosure; and any resulting subcontract.
(b) will permit such Disclosing Party, at its expense, to take all reasonable actions to eliminate such requirement of such disclosure, to limit the scope of same and to obtain protective orders to protect the confidentiality of such Proprietary Information furnished by Information, including, without limitation, filing motions and otherwise making appearances before the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Projectcourt.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 12.6 The provisions of this Article VII shall 12 will survive any termination or expiration of this Agreement Agreement.
12.7 A Party shall not use the other Party's name, logo, trademark(s) or service xxxx(s) or refer to the other Party directly or indirectly in any advertising, sales presentation to any other person, news release, release to any professional or trade publication or for any other purpose without the other Party's prior written approval.
12.8 Notwithstanding the foregoing, neither Party shall reverse-engineer, decompile or disassemble any hardware or software provided or disclosed to it and shall not remove, overprint or deface any Proposal effortnotice of copyright, trademark, logo, legend or other notice of ownership from any originals or copies of Proprietary Information it obtains from the other Party.
Appears in 1 contract
Samples: Procurement Agreement (Corvis Corp)
Proprietary Information. 7.1 Each Party anticipates 8.1 Both Sanyo and Xicor agree that it may be necessary to provide access to information of a confidential or proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination will remain the property of the disclosing party and will be used by them solely for the purpose of manufacturing Wafers and/or Devices hereunder. Such Proprietary Information shall be maintained by each party in confidence and to a degree equal to or higher than the parties maintain their own proprietary information of a similar nature. The parties agree that they will not disclose any Propriety Information to any third party without the prior written permission of the disclosing party and further agree that such Propriety Information will not be maintained on any internal computer network that is unsecured and can be accessed via the internet or any other outside computing system. The parties agree that all of their respective employees and consultants shall be subject to non-disclosure agreements no less protective of Proprietary Information than the provisions of this Agreement prior to such employees and completion of all pending Projectsconsultants being allowed access to Proprietary Information.
7.3 Neither 8.2 Upon termination or expiration of this Agreement for whatever reason, the receiving Party shall reproduce, disclose or use must (i) return to the other Party the original and all copies of any Proprietary Information of the other except as follows:
disclosing Party, or (aii) destroy the originals and all copies of any Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation provide certification of the Proposal for submission such destruction to the Clientdisclosing party, and in performance of a resulting subcontract between the Parties for a Project.
(ciii) Proprietary Information furnished by either Party may be used in accordance with written authorization received from at the disclosing Party's request, have one of its officers certify in writing that it will not make any further disclosure or use of such Proprietary Information and specifically will not manufacture or have manufactured for it any product incorporating such Proprietary Information.
7.4 The limitations on reproduction, disclosure, and use 8.3 These confidentiality provisions as to any item of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use survive the termination of Proprietary Information this Agreement for a period of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or five (5) is disclosed pursuant to governmental or judicial requirementyears from the date of termination of this Agreement.
7.5 Neither the signing 8.4 If Sanyo develops any process modifications or new processes as a result of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedyrelationship with Xicor, and agrees thatsuch process modifications or new processes are useable by Xicor, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it Xicor shall have the right to seek incorporate such process modifications or new processes in its C5 or C7 processes. The parties further agree that if such process modifications or new processes developed by Sanyo or Xicor are patentable, and both parties wish to have an injunction pursue such patent, the parties shall equally share the cost of filing such patent, whether in the United States or equivalent remedy issued against Japan, and the receiving Party parties shall become co-owners of such patents. If only one parties wishes to prevent said Party from violations or further violations of this Article VIIpursue such patent, then the pursuing party shall bear all costs and the non-pursuing party shall be granted a non-exclusive, royalty free license for such patent.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Samples: Semiconductor Manufacturing Foundry Agreement (Xicor Inc)
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to information (a) For purposes of a confidential or proprietary nature (hereinafter referred to as this Agreement, the term "Proprietary Information") " is understood to mean technical information and data made available by one party to the other Party in the written, machine recognizable, graphic or sample form including, without limitation, drawings, photographs, sketches, models, mockups, and design or performance of this Agreementspecifications, provided such information is clearly and conspicuously labeled with "Proprietary Information" or other equivalent legend. To the extent possible, Proprietary Information shall be clearly is also understood to include such information and data disclosed orally or visually, provided that it is identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification disclosure as proprietary and, provided further, that within thirty (30) days thereafter, a written summary of such information oral or visual disclosure bearing the aforesaid type of label or legend, is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related provided to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontractreceiving party.
(b) Proprietary Information furnished by the Team Member may be hereunder shall be:
(1) used by the Team Leader in performing its obligations under receiving party solely for the purpose of this Agreement; and
(2) held in confidence for the term of this Agreement and two (2) years after its termination. Such Information shall not, including preparation without prior written consent of the Proposal disclosing party, be used in connection with the manufacture or purchase of metal halide lamp or power products for submission or from any third party or for any other purpose unrelated to this Agreement. Moreover, within the Clientreceiving party, dissemination of Proprietary Information will be restricted to those employees who have been informed of the terms and in performance of a resulting subcontract between the Parties for a Projectconditions hereof.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from Notwithstanding the disclosing Party.
7.4 The limitations on reproductionabove stated obligations of restricted use and confidentiality, disclosure, and use of Proprietary Information shall the receiving party will not apply to, and neither Party shall be liable for, reproduction, for disclosure or use of Proprietary Information such party of the other to the extent such information: information which it can establish by tangible evidence:
(1) was rightfully in its possession or known to it prior to receipt from the disclosing party;
(2) is or becomes known to the public from a source other than (without breach of the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; party's obligations hereunder);
(3) is furnished to others was rightfully acquired by its owner without restriction on disclosure; the receiving party from a third party, which generated such information independently of Proprietary Information;
(4) is was necessarily disclosed by its use or embodiment in a product that has been placed in commerce by the disclosing party; or
(5) was independently developed by personnel of the receiving Party who party provided that the person or persons developing the same have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirementProprietary Information.
7.5 Neither the signing of this Agreement nor the furnishing of any (d) All Proprietary Information by either Party shall remain the property of the disclosing party. Upon demand, all Proprietary Information and any copies shall be immediately returned, including any written notes which may have been made regarding same, to the disclosing party.
(e) No rights or obligations other shall than those expressly recited herein are to be construed as granting the other Party expressly, by implicationimplied. No license is hereby granted or implied, by estoppel or otherwise, any license under any invention, patent, trademark, copyright patents (existing or other proprietary right now future) or hereafter owned or controlled for any use of Proprietary Information except such use as is expressly contemplated by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effortthe License Agreement.
Appears in 1 contract
Samples: Stock Redemption and Purchase Agreement (Advanced Lighting Technologies Inc)
Proprietary Information. 7.1 Each Party anticipates that it (a) During the term of this Agreement each party may be necessary to provide access to acquire valuable trade secrets and/or confidential and proprietary information of a the other party or its affiliates. Confidential Information means all confidential or and proprietary nature (hereinafter referred to as "Proprietary Information") information which is disclosed by one party to the other Party party, which is marked confidential or which is identified in the performance of this Agreement. To the extent possible, Proprietary Information shall writing to be clearly identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related within thirty (30) days after disclosure to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
receiving party (a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract"Confidential Information").
(b) Proprietary Each party agrees not to use the Confidential Information furnished for any purpose whatsoever except for the purpose set forth herein. Each party agrees not to disclose the Confidential Information to any third person or to its employees or those of its affiliates except those employees who have a legitimate need to know and who agree to keep such information confidential. Each party agrees that it shall protect the confidentiality of, and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality, provided that in no event shall such party's obligations exceed the standard of care taken to protect its own confidential information of like importance. Each party will promptly advise the other party in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the injured party in any lawsuit related thereto. Each party acknowledges that its obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of the business relationship of the parties, for a period of five (5) years following the last disclosure of Confidential Information by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Projectother party hereunder.
(c) Proprietary No copies of any Confidential Information furnished by either Party may be used made except to implement the purposes of this Agreement. Any materials, documents, notes, memoranda, drawings, sketches and other tangible items containing, consisting of or relating to the Confidential Information of a party which are furnished to the other party in accordance connection with written authorization received from this Agreement, or are in the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information possession of the other party, and all copies thereof, remain the property of the party to which the Confidential Information is proprietary and shall be promptly returned to the extent such information: (1) becomes known to party supplying the public from same upon a source other than the receiving Party; (2) was or becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of party's request therefor. Nothing contained in this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expresslyany rights, by implication, by estoppel license or otherwise, in any license Confidential Information except as specified in this Agreement.
(d) Each party's obligations under any invention, patent, trademark, copyright this Agreement shall not apply to information which: (a) is known by that party or other proprietary right now or hereafter owned or controlled is publicly available at the time of disclosure by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury party to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided receiving party; (b) becomes publicly available after disclosure by law to which the disclosing Party shall hereby party to the receiving party through no act of either party; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; (d) is disclosed with the prior written consent of the disclosing party; (e) is information that was independently developed by the receiving party; or (f) is required to be entitleddisclosed pursuant to any judicial or administrative proceeding, it shall have provided that the right receiving party immediately after receiving notice of such action notifies the disclosing party of such action to give the disclosing party the opportunity to seek any other legal remedies to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VIImaintain such information in confidence.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
Proprietary Information. 7.1 Each Party anticipates that it may be necessary to provide access to (i) Any information of which a confidential or proprietary nature party shall obtain regarding the other party in connection with this Agreement (hereinafter referred to as "“Proprietary Information"”) to the other Party in the performance of this Agreement. To the extent possible, Proprietary Information shall be clearly identified or labeled as such maintained in confidence by the disclosing Party at the time of disclosure. Where concurrent identification of such information is receiving party and shall not feasible, the disclosing Party shall provide such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plans, and the pricing of its products and services will be deemed the confidential information of such Party.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member receiving party or disclosed to a third party except with the disclosing party's prior written consent. The receiving party shall only disclose the other party’s Proprietary Information to those of its employees who need to know such Proprietary Information in performing order for the receiving party to fulfill its obligations under hereunder. Receiving Party hereby agrees that any of its responsible officers, Affiliates, consultants, contractors and employees to whom Confidential Information is disclosed shall be advised that such information is confidential and shall be instructed not to disclose any of such information to any third party or to any non-authorized employee without first obtaining the prior written consent of the Disclosing Party. Receiving Party agrees to be responsible for the compliance with this Agreement by its responsible officers, Affiliates, consultants, contractors and any resulting subcontract.
employees. The confidentiality obligations in this section shall not apply to Proprietary Information which (a) becomes public other than through the receiving party, (b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information shall not apply to, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than the receiving Party; (2) was or becomes is already known to the receiving Party party as evidenced by its written records, (c) becomes known by the receiving party in the future from a Third Party having the right to disclose it and having another source which is under no obligation of confidentiality to the disclosing Party with respect party, or (d) is subsequently developed by the receiving party in a manner which it can establish was independent of the disclosure hereunder. The obligations of Supplier and Insulet pursuant to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) is independently developed by personnel of the receiving Party who have not had access to such information; or (5) is disclosed pursuant to governmental or judicial requirement.
7.5 Neither the signing of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing same.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII section shall survive termination of this Agreement for a period of [*] ([*]) years.
(ii) In the event that the recipient of Proprietary Information is requested or becomes legally compelled to disclose any of the Proprietary Information (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or otherwise), such recipient party will provide the disclosing party with prompt notice, to the extent practicable, so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section related to confidentiality. In the event that such protective order or other remedy is not obtained, the disclosing party agrees that such disclosure may be made without liability hereunder; provided that the recipient party (a) furnishes only that portion of the Proprietary Information which the recipient party is, in the opinion of its counsel, legally required to disclose, and (b) uses its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Proprietary Information. Insulet Materials Supplier Agreement 19 * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(iii) Neither party hereto shall make, or permit any Proposal effortof their respective directors, officers, employees, agents, advisors, affiliates or representatives to make any press release, public announcement or other public disclosure with respect to the existence of this Agreement or the terms hereof without the prior consent of the other party hereto.
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Proprietary Information. 7.1 Each Party anticipates that it Preparation and submission of the Proposal, including the conduct of negotiations, may be necessary to provide access to require the exchange of data and information of a confidential or considered proprietary nature (hereinafter referred to as "Proprietary Information") to the other Party in the performance of this AgreementParties. To the extent possible, Proprietary Information shall be clearly that such data or information is so identified or labeled as such by the disclosing Party at the time of disclosure. Where concurrent identification of such information is not feasibleexchange, the disclosing receiving Party shall provide agrees to hold such identification as promptly thereafter as possible. However, whether or not so designated, each Party's client lists, business plansproprietary data and information in the strictest confidence for a period of three (3) years from the date of this Agreement, and further agrees that, within that period of time, it will not use any such proprietary data or information except in connection with this Proposal, and will not disclose any such proprietary data or information to any third party (except to BIRD as necessary in connection with the pricing of its products above Proposal and services will be deemed marked with appropriate proprietary data restrictions) unless authorized in writing by the confidential information of Party originally furnishing such Partydata or information.
7.2 Each Party agrees that it will hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information The provisions of like kind, but in any case, by the use of at least reasonable care. Disclosures of Proprietary Information shall be restricted to those individuals who are participating in preparation of the Proposal and other work related to the Project. Each Party shall return all such Proprietary Information of the other upon termination of the Agreement and completion of all pending Projects.
7.3 Neither Party shall reproduce, disclose or use Proprietary Information of the other except as follows:
(a) Proprietary Information furnished by the Team Leader may be used by the Team Member in performing its obligations under this Agreement and any resulting subcontract.
(b) Proprietary Information furnished by the Team Member may be used by the Team Leader in performing its obligations under this Agreement, including preparation of the Proposal for submission to the Client, and in performance of a resulting subcontract between the Parties for a Project.
(c) Proprietary Information furnished by either Party may be used in accordance with written authorization received from the disclosing Party.
7.4 The limitations on reproduction, disclosure, and use of Proprietary Information Article 7 shall not apply toto data or information in the public domain at the time it was disclosed, and neither Party shall be liable for, reproduction, disclosure or use of Proprietary Information of the other to the extent such information: (1) becomes known to the public from a source other than Party receiving it at the receiving Party; (2) was time of disclosure, or which becomes known to the receiving Party from a Third Party having the right to disclose it and having no obligation independently of confidentiality to the disclosing Party with respect to the applicable information; (3) is furnished to others by its owner without restriction on disclosure; (4) breach of this Agreement, or which is independently developed by personnel of the receiving Party who have or to any disclosure which is required to be made by applicable laws, rules or regulations.
7.3 The standard of care imposed on the receiving Party for such proprietary data or information will consist of at least the same level of effort it employs to avoid unauthorized use, disclosure or dissemination of its own proprietary matters of similar value and sensitivity.
7.4 Notwithstanding the foregoing, it is expressly agreed that all information concerning the Proposal, whether or not had access to such otherwise confidential or proprietary, including without limitation commercial or contract terms, cost and pricing information; , personnel assignments, or (5) construction or other methods of work, shall be kept in strictest confidence until the Grant award is disclosed made. No information whether otherwise confidential or proprietary, which is obtained from a Party pursuant to governmental this Agreement shall be disclosed or judicial requirementused by any other in any form or manner in separately pursuing the Grant.
7.5 Neither Other than a limited right to use consistent with the signing intent and purposes of this Agreement nor the furnishing of any Proprietary Information by either Party to the other shall be construed as granting the other Party expresslyAgreement, by implication, by estoppel no right or otherwise, any license under any inventiontrademark, trade secret, patent or copyright is either granted or implied by the transmittal of any proprietary matter to the receiving Party. Notwithstanding termination of this Agreement, the receiving Party shall abide by any continuing limitations applicable under pertinent trademark, patent, trademark, trade secret or copyright or other proprietary right now or hereafter owned or controlled by the Party disclosing and furnishing samelaws.
7.6 Each Party admits for all purposes that any violation or threatened violation of this Article VII shall constitute an irreparable injury to the disclosing Party for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which the disclosing Party shall hereby be entitled, it shall have the right to seek to have an injunction or equivalent remedy issued against the receiving Party to prevent said Party from violations or further violations of this Article VII.
7.7 The provisions of this Article VII shall survive termination of this Agreement and any Proposal effort.
Appears in 1 contract
