Proprietary Property. All modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts, skills, routines, subroutines, operating instructions and other materials and aides used in performing the duties set forth in Section 2.02 that relate to advice regarding current and potential Assets, and all modifications, enhancements and derivative works of the foregoing.
Proprietary Property. SCHOOL’s proprietary property is the personal property of SCHOOL and constitutes confidential trade secrets and curriculum, which comprises the substance of SCHOOL’s business. As part of the consideration for EMPLOYEE’s employment and the compensation received from SCHOOL, EMPLOYEE agrees at all times, both during or after termination of employment, except as necessary in the ordinary course of performing duties as an employee of SCHOOL:
1. EMPLOYEE shall keep in the strictest confidence and trust all proprietary information.
2. EMPLOYEE shall not knowingly use, reproduce, disseminate, disclose, publish, or do anything related to any proprietary information or rights for an unauthorized purpose.
3. EMPLOYEE shall at all times during employment promptly advise SCHOOL of any knowledge that employee may have of any unauthorized release or use of SCHOOL proprietary information.
Proprietary Property. 6.1 Smart MLS retains title to the compilation of Participant Data including without limitation all RETS Data, and further including, without limitation, all copies and audiovisual and computer graphic aspects thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto (the “Proprietary Property”). No Consultant shall by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Proprietary Property, all of which shall be the sole and exclusive property of Smart MLS. Any right not expressly granted to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS and shall be deemed to be part of its Proprietary Property.
6.2 Firm and any and each Consultant agree that during the term hereof and at all times hereafter, and except as specifically permitted herein or in a separate writing signed by the Smart MLS, neither Firm nor any and each such Consultant shall directly or indirectly commercialize, transfer, publish, disseminate or otherwise disclose any portion of the Proprietary Property to any person or entity, except during the term of this Agreement to its own employees having a “need to know” (and who themselves are bound by similar nondisclosure restrictions, of which Smart MLS shall be deemed to be a third party beneficiary). Notwithstanding the above, portions of the Smart MLS Proprietary Property may be published by a Participant within a virtual office website, but only as may be expressly authorized under the Rules and Regulations agreed to by Participant in the Smart MLS Participant Agreement. Firm and any and each Consultant shall use its best efforts in safeguarding the Proprietary Property from access by unauthorized individuals and entities and to ensure that its employees comply with the terms of this section. Firm shall use its reasonable best efforts to cooperate with and assist Smart MLS in identifying, preventing and terminating any unauthorized use, copying or disclosure of the Proprietary Property, the RETS Data or any portion thereof.
6.3 Firm and any and each Consultant agree that during the term hereof and at all times hereafter, and except as specifically permitted herein or in a separate writing signed by the Smart MLS, neither Firm nor any and each such Consultant shall make copies of any portion of the Proprietary Property or the RETS Data.
Proprietary Property. Subject to the provisions of Paragraph 10(e) hereof:
(a) The Employee agrees that any and all inventions or improvements as well as any and all ideas, creations, know-how and methods of applying and putting into practice any inventions or improvements (all of the foregoing being hereinafter called "Proprietary Property" and being more fully defined in subparagraph (b) below) that are created, developed, conceived of or discovered either (i) by the Employee (solely or jointly with others) either in the course of his employment, on the Company's time, with the Company's materials or facilities, relating to any subject matter with which his work for the Company is or may be concerned, or relating to any business in which the Company or any of its subsidiaries or affiliated companies is involved, or (ii) by or for r the Company, or (iii) by any independent individual or Person and thereafter acquired by the Company, and which are within the Employee's knowledge or possession in the case of (i) above or that come into the Employee's knowledge or possession during and in the course of the Employee's employment hereunder in the case of (ii) or (iii) above, shall be, if created, developed, conceived of or discovered by the Employee, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by the Employee as an employee of the Company and not in any way for his own benefit. Employee shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this sentence. With respect to any and all Proprietary Property that is invented, created, written, developed , furnished or produced by the Employee, or suggested by the Employee to the Company, during the term of the Employee's employment under this Agreement, Employee does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Employee shall neither have interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the term of this Agreement, the Employee will, upon the request and at the expense of the Company, (A) obtain patents or copyrights on, or (B) permit the Company to patent or copyright, any such Proprietary Property, whichever (A) or (B) is appropriate, and/or (C) execute, acknowledg...
Proprietary Property regardless of the author, shall remain the sole property of the Company and shall be accounted for and returned by the Partner to the Company on demand. It is expressly understood that the Partner’s license to the use or possession of Proprietary Property is to fulfil its obligations to the Company under this Agreement and that the Partner has no other right or proprietary interest in the Proprietary Property other than the license provided in this clause.
Proprietary Property. (a) The parties hereto hereby agree that Proprietary Property (as hereinafter defined) shall be the sole and exclusive property of the Company, except as provided below. For purposes hereof, the term "Proprietary Property" shall mean inventions, discoveries, improvements and ideas, whether patentable or not, made solely by the Employee or jointly with others, which relate to the Company's business, including any of its products, services, processes, technology, research, product development, marketing programs, manufacturing operations, or engineering activities.
Proprietary Property. Employee acknowledges that in the course of his employment with Employer, Employer will provide Employee with, or access to, customer lists, memoranda, files, records, trade secrets and such other proprietary information and property (collectively, the "Proprietary Property") as is necessary or desirable to assist Employee in his duties. Employee acknowledges that the Proprietary Property is the sole and exclusive property of Employer and is not available to the public at large. Employee agrees that he shall not, while in the employ of Employer or thereafter, communicate or divulge to, or use for the benefit of himself or any other person, firm or corporation, without the prior written consent of Employer, any information relating to the Proprietary Property. Upon termination of Employee's employment with Employer, Employee shall thereupon return all Proprietary Property in his possession or control to Employer.
Proprietary Property. 6.1 NAMLS retains title to the compilation of Participant Data including without limitation all MLS Data, and further including, without limitation, all copies and audiovisual and computer graphic aspects thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto (the “Proprietary Property”). No Consultant shall by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Proprietary Property, all of which shall be the sole and exclusive property of NAMLS MLS. Any right not expressly granted to Firm or a Consultant by this Agreement is hereby expressly reserved by NAMLS and shall be deemed to be part of its Proprietary Property.
6.2 Firm and any and each Consultant agree that during the term hereof and at all times hereafter, and except as specifically permitted herein or in a separate writing signed by the NAMLS MLS, neither Firm nor any and each such Consultant shall commercialize, transfer, or disclose any portion of the Proprietary Property to any person or entity, except during the term of this Agreement to its own employees having a “need to know” (and who themselves are bound by similar nondisclosure restrictions, of which NAMLS MLS shall be deemed to be a third party beneficiary). Firm and any and each Consultant shall use the same degree of care in safeguarding the Proprietary Property as Firm and such Consultant uses in safeguarding its own confidential information and proprietary property. Firm shall use its reasonable best efforts to cooperate with and
Proprietary Property. 26 12.4 Cooperation..........................................26 12.5 Licenses, Permits and Certificates...................26 12.6 Compliance with Rules, Regulations and Laws..........26 12.7 Generally Accepted Accounting Principles (GAAP)......27 12.8 Notices..............................................27 12.9
Proprietary Property. 14.1 Subject to terms and conditions of this Agreement, the Company hereby grants to the Partner, for the duration of this Agreement, a non-exclusive and revocable license to use Proprietary Property.
