Common use of Proprietary Property Clause in Contracts

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. 6.1 Smart MLS retains title to 12.3.1 Each party agrees that the compilation other party's proprietary property shall not be possessed, used or disclosed otherwise than may be necessary for the performance 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”)this Agreement. No Consultant shall by virtue Each party acknowledges that its violation of this Agreement or otherwisewould cause the other party irreparable harm, acquire and may (without limiting the other party's remedies for such breach) be enjoined at the instance of the other party. Each party agrees that upon termination of this Agreement for any reason, absent the prior written consent of the other party, it shall have no right to and shall cease all use of the other party's proprietary rights whatsoever property, and shall return all such proprietary property of the other party in its possession to the Proprietary Property, all of which other party. 12.3.2 ProMedCo-Temple shall be the sole owner and exclusive holder of all right, title and interest, to all intellectual property of Smart MLSfurnished by it under this Agreement, including, but not limited to the trade name "ProMedCo," all computer software, copyright, services xxxx and trademark right to any material or documents acquired, prepared, purchased or furnished by ProMedCo-Temple pursuant to this Agreement. Any right not expressly granted KDCP shall have no right, title or interest in or to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS such material and shall be deemed to be part not, in any manner, distribute or use the same without the prior written authorization of its Proprietary Property. 6.2 Firm ProMedCo-Temple, provided, however, that the foregoing shall not restrict KDCP from distributing managed care information brochures and any and each Consultant agree that during materials without 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 prior written approval of the ProMedCo-Temple provided no Proprietary Property of ProMedCo-Temple is contained therein. Notwithstanding the preceding, however, ProMedCo-Temple agrees that KDCP shall be entitled to any person or entity, except during use on a nonexclusive and nontransferable basis for 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 name "KDCP Family Practice" as may be expressly authorized under the Rules and Regulations agreed to by Participant necessary or appropriate in the Smart MLS Participant Agreement. Firm performance of KDCP's services 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 thereofobligations hereunder. 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. 6.1 Smart MLS retains title to 12.2.1 Each party agrees that the compilation other party's proprietary property shall not be possessed, used or disclosed otherwise than may be necessary for the performance 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”)this Agreement. No Consultant shall by virtue Each party acknowledges that its violation of this Agreement or otherwisewould cause the other party irreparable harm, acquire and may (without limiting the other party's remedies for such breach) be enjoined at the instance of the other party. Each party agrees that upon termination of this Agreement for any reason, absent the prior written consent of the other party, it shall have no right to and shall cease all use of the other party's proprietary rights whatsoever property, and shall return all such proprietary property of the other party in its possession to the Proprietary Property, all of which other party. 12.2.2 ProMedCo-SW shall be the sole owner and exclusive holder of all right, title and interest, to all intellectual property of Smart MLSfurnished by it under this Agreement, including, but not limited to the trade name "ProMedCo," all computer software, copyright, services xxxx and trademark right to any material or documents acquired, prepared, purchased or furnished by ProMedCo-SW pursuant to this Agreement. Any right not expressly granted NMC shall have no right, title or interest in or to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS such material and shall be deemed to be part not, in any manner, distribute or use the same without the prior written authorization of its Proprietary Property. 6.2 Firm ProMedCo-SW, provided, however, that the foregoing shall not restrict NMC from distributing managed care information brochures and any and each Consultant agree that during materials without 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 prior written approval of the ProMedCo-SW provided no Proprietary Property of ProMedCo-SW is contained therein. Notwithstanding the preceding, however, ProMedCo-SW agrees that NMC shall be entitled to any person or entity, except during use on a nonexclusive and nontransferable basis for the term of this Agreement to its own employees having a “need to know” (the names "Naples Medical Center" 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 "Naples Obstetrics & Gynecology" as may be expressly authorized under the Rules and Regulations agreed to by Participant necessary or appropriate in the Smart MLS Participant Agreement. Firm performance of NMC's services 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 thereofobligations hereunder. 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. 6.1 Smart MLS retains title to 12.2.1 Each party agrees that the compilation other party's proprietary property (which term shall not include information or other material generally available in the public domain) shall not be possessed, used or disclosed otherwise than may be necessary for the performance 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”)this Agreement. No Consultant shall by virtue Each party acknowledges that its violation of this Agreement or otherwisewould cause the other party irreparable harm, acquire and may (without limiting the other party's remedies for such breach) been joined at the instance of the other party. Each party agrees that upon termination of this Agreement for any reason, absent the prior written consent of the other party, it shall have no right to and shall cease all use of the other party's proprietary rights whatsoever property, and shall return all such proprietary property of the other party in its possession to the Proprietary Property, all of which other party. 12.2.2 ProMedCo-Harrisburg shall be the sole owner and exclusive holder of all right, title and interest, to all intellectual property of Smart MLSfurnished by it under this Agreement, including, but not limited to the trade name ProMedCo," all computer software, copyright, services xxxx and trademark right to any material or documents acquired, prepared, purchased or furnished by ProMedCo-Harrisburg pursuant to this Agreement. Any right not expressly granted BEACON shall have no right, title or interest in or to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS such material and shall be deemed to be part not, in any manner, distribute or use the same without the prior written authorization of its Proprietary Property. 6.2 Firm ProMedCo-Harrisburg, provided, however, that the foregoing shall not restrict BEACON from distributing managed care information brochures and any and each Consultant agree that during materials without 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 prior written approval of the ProMedCo-Harrisburg provided no Proprietary Property of ProMedCo-Harrisburg is contained therein. Notwithstanding the preceding, however, ProMedCo-Harrisburg agrees that BEACON shall be entitled to any person or entity, except during use on a nonexclusive and nontransferable basis for 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 name "BEACON Family Practice" as may be expressly authorized under the Rules and Regulations agreed to by Participant necessary or appropriate in the Smart MLS Participant Agreement. Firm performance of BEACON's services 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 thereofobligations hereunder. 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. 6.1 Smart MLS retains title to 12.3.1 Each party agrees that the compilation other party's proprietary property shall not be possessed, used or disclosed otherwise than may be necessary for the performance 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”)this Agreement. No Consultant shall by virtue Each party acknowledges that its violation of this Agreement or otherwisewould cause the other party irreparable harm, acquire and may (without limiting the other party's remedies for such breach) be enjoined at the instance of the other party. Each party agrees that upon termination of this Agreement for any reason, absent the prior written consent of the other party, it shall have no right to and shall cease all use of the other party's proprietary rights whatsoever property, and shall return all such proprietary property of the other party in its possession to the Proprietary Property, all of which other party. 12.3.2 ProMedCo-Temple shall be the sole owner and exclusive holder of all right, title and interest, to all intellectual property of Smart MLSfurnished by it under this Agreement, including, but not limited to the trade name "ProMedCo," all computer software, copyright, services mark xxx trademark right to any material or documents acquired, prepared, purchased or furnished by ProMedCo-Temple pursuant to this Agreement. Any right not expressly granted KDCP shall have no right, title or interest in or to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS such material and shall be deemed to be part not, in any manner, distribute or use the same without the prior written authorization of its Proprietary Property. 6.2 Firm ProMedCo-Temple, provided, however, that the foregoing shall not restrict KDCP from distributing managed care information brochures and any and each Consultant agree that during materials without 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 prior written approval of the ProMedCo-Temple provided no Proprietary Property of ProMedCo-Temple is contained therein. Notwithstanding the preceding, however, ProMedCo-Temple agrees that KDCP shall be entitled to any person or entity, except during use on a nonexclusive and nontransferable basis for 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 name "KDCP Family Practice" as may be expressly authorized under the Rules and Regulations agreed to by Participant necessary or appropriate in the Smart MLS Participant Agreement. Firm performance of KDCP's services 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 thereofobligations hereunder. 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. 6.1 Smart MLS CTMLS 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 MLSCTMLS. Any right not expressly granted to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS CTMLS 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 MLSCTMLS, 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 CTMLS shall be deemed to be a third party beneficiary). Notwithstanding the above, portions of the Smart MLS CTMLS 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 CTMLS 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 CTMLS 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 MLSCTMLS, neither Firm nor any and each such Consultant shall make copies of any portion of the Proprietary Property or the RETS Data.

Proprietary Property. 6.1 Smart MLS GMLS 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 MLSGMLS. Any right not expressly granted to Firm or a Consultant by this Agreement is hereby expressly reserved by Smart MLS GMLS 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 MLSGMLS, 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 GMLS shall be deemed to be a third party beneficiary). Notwithstanding the above, portions of the Smart MLS GMLS 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 GMLS 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 GMLS 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 MLSGMLS, neither Firm nor any and each such Consultant shall make copies of any portion of the Proprietary Property or the RETS Data. 6.4 Notwithstanding anything contained in this Agreement, Consultant (a) acknowledges that it will be given access to certain “computer data” as such term or terms are defined in Section 53a-250 of the Connecticut General Statutes; (b) acknowledges and agrees that the use and dissemination of the RETS Data are regulated by Rules of the GMLS and of other multiple listing services that compiled such computer data, and by Connecticut Computer-Crime laws; and (c) agrees that the RETS Data shall be used by Consultant only for the purposes of carrying out its duties as provided in this Agreement and for no other purpose.