PROPRIETARY RIGHT PROTECTION Clause Samples

PROPRIETARY RIGHT PROTECTION. Distributor will be disclosing to Customer certain confidential and trade secret information in tangible or intangible form, including but not limited to the Application Services, documentation, all adaptations and modifications, all derivative works, and all related information and materials, and all copies (“Proprietary Information”) of Distributor or its Providers. The Proprietary Information has tangible value, is the intellectual property of Distributor or its Providers, and is protected by law, including without limitation United States copyright laws and international treaties. The Proprietary Information is, and remains, Distributor’s or its Providers’ sole and exclusive property. Distributor or its Provider would be irreparably damaged if the Proprietary Information were disclosed without its prior authorization. Therefore, Customer acknowledges and agrees that: (a) Customer will maintain the Proprietary Information in the strictest confidence and will use the Proprietary Information only for the performance of Customer’s rights and obligations under this Agreement; and (b) other than as expressly provided in this Agreement, it shall have no right to copy or reproduce the Proprietary Information, in whole or in part, electronically or otherwise, without the owner’s express prior written permission, and will return any Proprietary Information (and any copies) upon termination of this Agreement. Any breach of this Section 2 by Customer will result in immediate and irreparable injury to Distributor or Provider, who shall be entitled to take whatever action may be necessary, at law or in equity, to preserve the trade secret, confidential, and proprietary nature of the Proprietary Information.