Proprietary Nature of Products Sample Clauses

Proprietary Nature of Products. (a) RESELLER acknowledges CASI's claim that it is the owner (or is an authorized licensee) of the Products, that the Products are confidential in nature and not in the public domain, that CASI claims all intellectual and industrial property rights granted by law therein on behalf of itself or the licensor(s) and that CASI does not hereby grant nor otherwise transfer any rights or ownership of the Products to RESELLER or any third party. Except as otherwise expressly permitted hereunder, RESELLER agrees not to copy or otherwise reproduce any Product, in whole or in part, other than as required for internal use in order to provide, or allow third parties to provide, integration services to Customers, without CASI's prior written consent. RESELLER further agrees to take all commercially reasonable steps to ensure that no unauthorized persons shall have access to any of the Products and that all authorized persons having access to the Products shall refrain from any such disclosure, duplication or reproduction except to the extent required in the performance of RESELLER's duties under this Agreement. Notwithstanding the above, CASI acknowledges that each Derivative Work which is developed exclusively by or for RESELLER hereunder, whether by RESELLER's personnel or by CASI as in its performance of CASI Services hereunder, shall be owned by RESELLER; provided, however, that RESELLER shall own only the new material embodied in such Derivative Work and not any preexisting material (unless such preexisting material has become part of the public domain or does not constitute a material element of the Derivative Work). Each such Derivative Work shall be assigned a unique version number by CASI and shall display a statement indicating ownership and copyright of appropriate modules or features by RESELLER. (b) RESELLER agrees to accord the Products and all other confidential information relating to this Agreement at least the same degree and methods of protection as RESELLER undertakes with respect to its own confidential information, trade secrets and other proprietary data. (c) Except as permitted by law, RESELLER agrees not directly or through any agent or intermediary, to register, apply for registration or attempt to acquire any legal protection for any of the Products or any proprietary rights therein or to take any other action which infringes CASI's right, title or interest in or to the Products in any jurisdiction. (d) RESELLER acknowledges that, in the event ...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Proprietary Nature of Products. The Documentation, Tooling and Products involve valuable patent, copyright, trade secret and other proprietary rights of Buyer. Accordingly, Seller shall not, without Buyer's prior written consent: (a) sell any Product to any Person other than Buyer; (b) manufacture any Product except for sale to Buyer under this Agreement; (c) deliver or disclose any Documentation, Tooling, or any confidential or proprietary information of or relating to Buyer (e.g., whether of a technical, financial, business, trade secret or other nature) to any Person other than Buyer; or (d) use any Documentation or Tooling for any purpose other than the manufacture of Products for sale to Buyer under this Agreement.
Sample 1Sample 2
Proprietary Nature of Products. The Documentation, Tooling and Products involve valuable patent, copyright, trade secret and other proprietary rights of Buyer. Accordingly, Seller shall not, without Buyer's prior written consent; (a) sell any Product to any person other than the Buyer; (b) manufacture any product except for sale to Buyer under this Agreement; (c) deliver or disclose any Documentation, Tooling, or any confidential or proprietary information of or relating to Buyer (e.g., whether of a technical, financial, business, trade secret or other nature) to any Person other than Buyer; or (d) use any Documentation or Tooling for any purpose other than the manufacture of Products for sale to Buyer under this Agreement. Seller and Buyer shall each maintain as confidential any specifications, drawings, blueprints, data, business information, trade secrets, manufacturing processes, or other confidential information which Seller or Buyer learns or acquires by virtue of this Agreement.
Sample 1
Proprietary Nature of Products. The parties agree that the formulae for the products listed in Schedule A to this Agreement are the sole property of CRA Z. These products are proprietary to CRA Z regardless of their similarity to any other products produced by STARCO, therefore, STARCO agrees not duplicate, publish, or divulge in any manner or form said formulae. STARCO further agrees that it shall not market, sell, advertise or cause to be marketed, sold, advertised, or in any other way offer to wholesale or retail any product, whether manufactured by STARCO, its parent or affiliates, containing said proprietary formula in any packaging other than packaging approved by CRA Z and bearing the CRA Z Products, Inc name.
Sample 1
Proprietary Nature of Products. (a) RESELLER acknowledges that SUPPLIER is the owner of the Products, and the know how related to provisions of the Services, that the Products and Services are confidential in nature and not in the public domain, that SUPPLIER claims all intellectual and industrial property rights granted by law therein and that, except as set forth herein, SUPPLIER does not hereby grant any rights or ownership of the Products to RESELLER or any third party. RESELLER further agrees not to reverse engineer, disassemble or decompile any Products in whole or in part or otherwise attempt to reproduce the source code thereof or its equivalent. RESELLER further agrees to take all steps to ensure that no unauthorized persons shall have access to any of the Products or provide Services and that all authorized persons having access to the Products or providing Services shall refrain from any such disclosure, duplication or reproduction except to the extent reasonably required in the performance of RESELLER's duties under this Agreement. (b) RESELLER agrees to grant the Products and Services and all other confidential information relating to this Agreement the same degree and methods of protections as RESELLER undertakes with respect to its confidential information, trade secrets and other proprietary data.
Sample 1
Proprietary Nature of Products. The Product(s) and all programs developed hereunder and all copies thereof are proprietary to eGenuity and title thereto remains in eGenuity at all times. All applicable rights to patents, copyrights, trademarks and trade secrets in the Product(s) or any modifications made at CUSTOMER's request are and shall remain the property of eGenuity. CUSTOMER shall not sell, transfer, publish, disclose, display or otherwise make available the Product(s) or copies thereof to others. CUSTOMER agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of eGenuity's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. CUSTOMER may make copies solely for back-up purposes, and all copies of the Product(s) so made by CUSTOMER are and shall remain property of the eGenuity. All copies made by the CUSTOMER of the Product(s) and other programs developed hereunder, including translations, compilations, and partial copies with modifications and updated works, are the property of eGenuity. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement and shall permit eGenuity to pursue all remedies herein and otherwise allowed in law and equity.
Sample 1
Proprietary Nature of Products 
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Proprietary Nature of Products

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Use of Products 3.28.1 In the performance of this contract, Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired (i) competitively within a timeframe providing for compliance with the contract performance schedule; (ii) meeting contract performance requirements; or (iii) at a reasonable price. 3.28.2 Consultant shall abide by the list of EPA-designated items available on EPA’s Comprehensive Procurement Guidelines web site: xxxxx://xxx.xxx.xxx/smm/comprehensive-procurement-guideline-cpg-program.

  • Other Products and Services As our customer, you have access to a suite of financial products and services availed by ourselves, our affiliates and strategic partners designed to help you address and achieve your financial needs and goals. You agree that you can obtain information about such Products and Services via our website xxx.xxxxxxxx.xxx.xx and you further agree that we can from time to time communicate information in relation to such Products or Services to you specifically or generally to all cardmembers via such communication mode as we consider appropriate.

  • Products and Services General Information

  • Products Products available under this Contract are limited to Software, including Software as a Service, products and related products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above.

  • Custom Products Effective upon creation of Custom Products, Contractor hereby conveys, assigns and transfers to Authorized User the sole and exclusive rights, title and interest in Custom Product(s), whether preliminary, final or otherwise, including all trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through Contractor, its agents, employees, or Subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed under a Purchase Order, project definition or work order in the course of Contractor’s business. Authorized User may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of Authorized User taking exclusive ownership and title to such Products. In such case, Licensee on behalf of all Authorized Users shall be granted a non-exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in paragraph (b)(i)(2), above.

  • Supply of Products ‌‌ 3.1 The Supplier warrants that the Products shall: (a) correspond with their description and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌ (g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.‌ 3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Additional Products and Services Subject to the allocation of funds, the CPO may add similar equipment, supplies, services, or locations, within the scope of this Agreement, to the list of equipment, supplies, services, or locations to be performed or provided by giving written notification to Contractor. For purposes of this Section, the “Effective Date” means the date specified in the notification from the CPO. As of the Effective Date, each item added is subject to this Agreement, as if it had originally been a part, but the charge for each item starts to accrue only on the Effective Date. In the event the additional equipment, supplies, services, or locations are not identical to the items(s) already under this Agreement, the charges therefor will then be Contractor’s normal and customary charges or rates for the equipment, supplies, services, or locations classified in the Fees and Costs (Exhibit “F”).

  • Reformulation of Products As of the Effective Date, and continuing thereafter, Products that Xxxxx directly manufactures, imports, distributes, sells, or offers for sale in California shall either: (a) be Reformulated Products pursuant to § 2.2, below; or (b) be labeled with a clear and reasonable exposure warning pursuant to §§ 2.3 and 2.4, below. For purposes of this Settlement Agreement, a “Reformulated Product” is a Product that is in compliance with the standard set forth in

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!