Common use of Proprietary Property Clause in Contracts

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. 6.1 NAMLS Smart MLS 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 Smart MLS. Any right not expressly granted to Firm or a Consultant by this Agreement is hereby expressly reserved by NAMLS 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 NAMLS Smart 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 Smart 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 andand assist Smart MLS in identifying and preventing any unauthorized use, copying or disclosure of the MLS Data or any portion thereof.