Proprietary Rights and Confidential Information Clause Samples
The "Proprietary Rights and Confidential Information" clause defines the ownership and protection of intellectual property and sensitive information exchanged between parties. It typically outlines which materials, inventions, or data are considered proprietary, and sets obligations for each party to keep such information confidential, often restricting disclosure or use outside the agreed purposes. This clause is essential for safeguarding trade secrets, business know-how, and other valuable assets, ensuring that confidential information is not misused or improperly disclosed during or after the business relationship.
Proprietary Rights and Confidential Information a. As between ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇.
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. 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. 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. 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
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 a. Software Under the License Agreement. Any error corrections, updates, ------------------------------------ upgrades, derivative works, additions, improvements, enhancements or modifications to the Software or to documentation for the Software effected or delivered under this Agreement shall be the property of PCI and shall be deemed part of the Licensed Technology, and subject to all of the provisions of the License Agreement.
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.
Proprietary Rights and Confidential Information. 5.1. [Intentionally left blank].
5.2. All information including, but not limited to, information concerning methodologies, records, documents, technical and non technical data, formulae, patterns, programs, methods, techniques, processes, plans, drawings disclosed by either party to the other which the disclosing party designates in writing as "Confidential", "Proprietary" or "Secret" or which a reasonable person would consider proprietary or confidential shall be deemed Confidential Information. Such designation, if applicable, may be made by an appropriate stamp or legend on written disclosures or, if information is disclosed orally or otherwise made available by non-written means, the disclosing party shall state at the time of disclosure that such information is "Confidential", "Proprietary" or "Secret" and shall thereafter, within thirty (30) days of such disclosure, confirm to the receiving party in writing that the disclosing party considers the information Confidential Information.
Proprietary Rights and Confidential Information. 6.1. Any and all written materials, designs and design specifications, website presentation layer, translations and any and all other content and products produced by the Supplier in the performance of the Services (the "Work Products") will be considered and deemed to be the sole property of WGM and shall be deemed to be a work for hire and made in the course of the Services performed hereunder.
6.2. The Supplier warrants that it will use the Confidential Information of WGM and all other data relating thereto solely for the purposes of this Agreement and that it will not, at any time during or any time after the completion, expiry or termination of this Agreement, use or disclose the WGM’s Confidential Information, whether directly or indirectly, to any third party without the WGM's prior written consent. Supplier further undertakes that it will not itself or through any subsidiary, agent or employee use, sell, license, sub-license, create, develop or otherwise deal in any Confidential Information provided to it by WGM or obtained while performing this Agreement. Supplier will ensure that each of its employees and/or agents will comply with the provisions contained in this clause.
Proprietary Rights and Confidential Information. You agree to abide by the employee proprietary rights and confidentiality policies of the Company and to execute upon request an agreement which specifies these policies and your duties and obligations under them.