Proprietary Rights and Confidential Information a. As between Xxxxxxx and Customer, all right, title and interest in and to all intellectual property rights in the Densify Technology are, as between Densify and Customer, owned exclusively by Densify notwithstanding any other provision in this Agreement. Customer acknowledges and agrees that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to all or any part of the Densify Technology or any Intellectual Property Rights therein, or to any copy thereof or any license right with respect to same not expressly granted herein. Nothing in this Agreement constitutes a sale of the Densify Technology to Customer and no copies are being sold to Customer. All rights not expressly granted to Customer hereunder are retained by Xxxxxxx.
b. As between Customer and Densify, Customer shall retain all of its right, title and interest in and to its intellectual property rights in the Customer Data. Customer hereby grants to Densify a royalty-free, fully paid up, non-exclusive, non-transferrable (except as set forth in Section 13.c (Assignment)), sub- licensable right in the Territory to use Customer Data solely for the purpose of providing the Densify Subscription Offering to Customer, which for certainty includes providing Customer the ability to use the Densify Subscription Offering, as well as for Densify to use the Customer Data in a user acceptance test (“UAT”) environment for the purpose of responding to and resolving specific issues reported by Customer concerning the Densify Subscription Offering or for the purpose of validating upgrades to the Densify Subscription Offering prior to such upgrades being made available to Customer. Such UAT environment shall contain all the same security and protections that Densify employs for the production environment.
c. Densify encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to the Densify Subscription Offering and other Densify products. To the extent Customer provides such feedback, Customer grants to Densify a royalty-free, fully paid up, sublicensable, transferrable (notwithstanding Section 13.c (Assignment)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit feedback (including by incorporation of such feedback into the Densify Technology) without restriction.
d. Each party agrees to maintain the confidentiality of the Confidential...
Proprietary Rights and Confidential Information. Contractor agrees to hold in trust and confidence any confidential and proprietary information or data relating to University business and shall not disseminate or disclose such confidential information to any individual or entity, except Contractor’s employees or subcontractors performing services hereunder (who shall be under a duty of confidentiality), and any other individuals specifically permitted in each instance by the University.
B. With respect to any confidential information, the Contractor’s obligations of nondisclosure set forth above shall continue to apply to such information for as long after this Agreement expires or terminates, as such information remains confidential.
C. An item will not be considered confidential information or a trade secret of the University if it is:
1. In the public domain prior to disclosure to Contractor or subsequent to such disclosure but through no fault of Contractor; or
2. Obtained from a third party not subject to a duty of confidentiality. Contractor agrees that any computer programs, software, documentation, copyrightable work, discoveries, inventions, improvements, or other deliverables (hereinafter “Work”) developed by Contractor solely, or with others, resulting from the performance of Contractor’s responsibilities and obligations pursuant to this Agreement are the property of the University. If for any reason the Work would not be considered a work made for hire under applicable law, for the consideration included herein, Contractor does hereby sell, assign, and transfer to the University, its successors and assigns, the entire right, title and interest in and to the Work, including but not limited to exclusive rights to reproduce, distribute, prepare derivative works, display and perform the Work. Contractor agrees to provide whatever assistance is necessary for the University to preserve its commercial interest including, but not limited to, the filing of patent and copyright protection. This provision shall survive expiration and termination of this Agreement.
Proprietary Rights and Confidential Information. 5.1 TITLE TO LICENSED MATERIALS Customer acknowledges and agrees that Changepoint or licensors of Changepoint shall retain all right, title and interest in and to the Licensed Materials and all copies thereof, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to the Licensed Materials or to any copy thereof or any license right with respect to same not expressly granted herein, including, without limitation, with respect to the Intellectual Property Rights therein.
Proprietary Rights and Confidential Information. Provider agrees to hold in trust and confidence any confidential and/or proprietary information or data relating to City business and shall not disseminate or disclose such confidential information to any individual or entity, except Provider’s employees or subcontractors performing services hereunder (who shall be under a duty of confidentiality), and any other individuals specifically permitted in each instance by the City.
Proprietary Rights and Confidential Information. 9.1 Acknowledgment and Protection of Proprietary Rights. Vendor acknowledges that the Documentation, Master Media, Inventory, Proprietary Rights, Proprietary Information, and related materials relating to the Adobe Product Packages are owned by Adobe or its suppliers. Vendor agrees to disclose the Documentation, Master Media, Inventory, Proprietary Rights, Proprietary Information, and related materials relating to the Adobe Product Packages only to full-time employees and consultants of Vendor or Submanufacturers approved by Adobe pursuant to Section 2.5 ("Use of Third Parties") with a need to know such information who have signed confidentiality agreements or other written policy of Vendor which obligate them to take all reasonable precautions to prevent disclosure of such Proprietary Information to other parties. * CONFIDENTIAL TREATMENT REQUESTED 7
9.2 No Publicity. Vendor shall not publicly disclose the existence of this Agreement nor disclose any terms of this Agreement, orders, forecasts or deliveries hereunder at any time, without the prior written consent of Adobe. Neither party shall disclose the terms of this Agreement without the prior written consent of the other party, except (i) as may be required by law or (ii) such limited disclosure as may be reasonably necessary to either party's banker, attorneys and accountants
Proprietary Rights and Confidential Information. Provider agrees to hold in trust and confidence any confiden?al and/or proprietary informa?on or data rela?ng to City business and shall not disseminate or disclose such confiden?al informa? on to any individual or en? ty, except Provider’s employees or subcontractors performing services hereunder (who shall be under a duty of confiden?ality), and any other individuals specifically permi? ed in each instance by the City.
Proprietary Rights and Confidential Information. A. The ownership of the Software shall remain with Company. Company retains all ownership rights, including source code, and Customer has no interest therein except to runtime licenses purchased by this Agreement.
Proprietary Rights and Confidential Information. Consultant agrees to hold in trust and confidence any confidential and proprietary information or data relating to the City and shall not disseminate or disclose such confidential information to any individual or entity, except the City’s employees or subcontractors performing services hereunder (who shall be under a duty of confidentiality), and any other individuals specifically permitted in each instance by the City. Correspondingly, the City, to the extent permitted by law, agrees to hold in trust and confidence any confidential and proprietary information or data relating to Consultant and shall disseminate or disclose such confidential or proprietary information to any individual or entity, except as to the City’s employees (who shall be under a duty of confidentiality), and any other individuals specifically permitted by Consultant.
Proprietary Rights and Confidential Information. 6.1 No Rights to Intellectual Property Rights. Reseller acknowledges that all Intellectual Property Rights and the goodwill associated therewith belong exclusively to BlueCat and/or its licensors and except for the limited license granted in this Agreement, Reseller shall not acquire any right, title or ownership in the Intellectual Property Rights.
Proprietary Rights and Confidential Information. 11.1 Omicron acknowledges and agrees that all right, title and interest, including copyright, patent rights and other intellectual property rights, in and to the Front-End Product, Back-End Product and all Improvements thereto shall be the exclusive property of Fairwind in which Omicron acquires no proprietary right other than the rights granted under this Agreement.
11.2 A Recipient shall maintain Confidential Information confidential and shall not disclose Confidential Information or authorize its disclosure to any third person, except as permitted by this Agreement, or with the prior written consent of the Party from whom the Confidential Information was received.
11.3 The obligations of confidentiality imposed by section 11.2 on a Recipient in respect of Confidential Information do not apply to disclosures to securities or gaming regulators, or as required by law, provided that the disclosure is kept to the minimum extent necessary, the disclosure is made only under obligations of confidentiality imposed on the recipient and Fairwind is notified before such disclosure is made.
