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 Information of the other party that has been disclosed or made available by the other party or otherwise received by the receiving party, whether prior to, subsequent to or on the Effective Date hereof, and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party’s Confidential Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party’s employees, agents, contractors and consultants who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information for the purpose of this Agreement. Customer shall ensure that all persons to whom it gives access to the Confidential Information, including employees, agents, contractors and consultants, shall comply with the provisions of this Section 6 and the other provisions of this Agreement related to the use of the Densify Technology. e. The provisions of Section 6.d shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain; (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence; (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it; (v) was independently developed by a party without reference to the Confidential Information of the other party; or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that, to the extent legally permissible, the ordered party will have first provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order. f. Customer shall not remove any proprietary copyright, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Densify Technology. g. Customer shall not export or re-export the Local Component or any other part of the Densify Technology or any copies thereof, either directly or indirectly, outside of the Territory. Customer shall have the exclusive obligation to ensure that any export of the Densify Technology is in compliance with all applicable export laws and the laws of any foreign country.
Appears in 2 contracts
Samples: Densify Customer Subscription and Evaluation Agreement, Densify Customer Subscription and Evaluation Agreement
Proprietary Rights and Confidential Information. a. As between Xxxxxxx and Customer, all 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 9.b (Assignment)), sub- sub-licensable right in the Territory to use Customer Data solely for the purpose of providing the Densify Subscription Offering Service to Customer, which for certainty includes providing Customer the ability to use the Densify Subscription OfferingService, 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 Service or for the purpose of validating upgrades to the Densify Subscription Offering Service prior to such upgrades being made available to Customer. Such UAT environment shall contain all Notwithstanding the same security foregoing, Customer agrees that Xxxxxxx may collect, use and protections that Densify employs disclose quantitative data derived from the use of the Service for the production environmentindustry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used and disclosed will be in aggregate form only and will not identify Customer or its users.
c. Densify encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to the Densify Subscription Offering Service 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))transferrable, 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 Information of the other party that has been disclosed or made available by the other party or otherwise received by the receiving party, whether prior to, subsequent to or on the Effective Date hereof, and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party’s Confidential Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party’s employees, agents, contractors and consultants who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information for the purpose of this Agreement. Customer shall ensure that all persons to whom it gives access to the Confidential Information, including employees, agents, contractors and consultants, shall comply with the provisions of this Section 6 4 and the other provisions of this Agreement related to the use of the Densify Technology.
e. The provisions of Section 6.d 4.d shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain; (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence; (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it; (v) was independently developed by a party without reference to the Confidential Information of the other party; or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that, to the extent legally permissible, the ordered party will have first provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.
f. Customer shall not remove any proprietary copyright, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Densify Technology.
g. Customer shall not export or re-export the Local Component or any other part of the Densify Technology or any copies thereof, either directly or indirectly, outside of the Territory. Customer shall have the exclusive obligation to ensure that any export of the Densify Technology is in compliance with all applicable export laws and the laws of any foreign country.
Appears in 1 contract
Samples: Evaluation Agreement
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 12.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. For any ICO Orders, the following additional terms concerning the Customer Data shall apply:
i. Customer agrees that Xxxxxxx may provide the following to Intel and that such provision shall not constitute a breach of any of Densify’s obligations under the Agreement:
1. Infrastructure data related to physical servers, virtual servers, cloud instances, container configurations and utilization trends, for the infrastructure that is analyzed by the Densify Subscription Offering as part of an ICO Order.
2. Information concerning Densify recommendations (rightsizing, rebalancing, transforming, etc.) that is analyzed by the Densify Subscription Offering as part of an ICO Order.
3. Permit Intel to participate via WebEx or some other electronic means in any walk throughs that Densify may conduct for the operation of the Customer instance of the Densify Subscription Offering.
4. Any other Customer Data and/or Confidential Information in Densify’s possession, or any other access involving such Confidential Information, or any other information concerning the operation and use of the Densify Subscription Offering that is approved in writing in advance of disclosure by Customer.
5. For certainty, information provided by Xxxxxxx to Intel pursuant to this Section 5(c)(i) will exclude IP addresses, Customer-specific system names, billing information, or account credentials (login information), and any personally identifiable information (PII).
6. Intel will not have access to the Customer’s instance of the Densify Subscription Offering.
ii. Notwithstanding anything to the contrary in the Agreement, Customer agrees that Xxxxxxx shall have no liability whatsoever to Customer, whether under contract or at law, in connection with (A) any of the disclosures to and access by Intel set out in paragraph (i) above; (B) any disclosure to third parties of Customer Confidential Information that may be made by Intel; or (C) any breach of section 5(e) (Confidential Information) of the Agreement that arises substantially from the actions or omissions of Intel;
iii. Intel shall not be deemed to be an employee, agent, contractor or consultant of Densify. Densify shall incur no obligations to Customer under the Agreement in connection with Intel.
d. 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 12.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. e. Each party agrees to maintain the confidentiality of the Confidential Information of the other party that has been disclosed or made available by the other party or otherwise received by the receiving party, whether prior to, subsequent to or on the Effective Date hereof, and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party’s Confidential Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party’s employees, agents, contractors and consultants who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information for the purpose of this Agreement. Customer shall ensure that all persons to whom it gives access to the Confidential Information, including employees, agents, contractors and consultants, shall comply with the provisions of this Section 6 5 and the other provisions of this Agreement related to the use of the Densify Technology.
e. f. The provisions of Section 6.d 5.d shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain; (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence; (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it; (v) was independently developed by a party without reference to the Confidential Information of the other party; or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that, to the extent legally permissible, the ordered party will have first provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.
f. g. Customer shall not remove any proprietary copyright, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Densify Technology.
g. h. Customer shall not export or re-export the Local Component or any other part of the Densify Technology or any copies thereof, either directly or indirectly, outside of the Territory. Customer shall have the exclusive obligation to ensure that any export of the Densify Technology is in compliance with all applicable export laws and the laws of any foreign country.
Appears in 1 contract
Samples: Densify Subscription Agreement
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 Information of the other party that has been disclosed or made available by the other party or otherwise received by the receiving party, whether prior to, subsequent to or on the Effective Date hereof, and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party’s Confidential Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party’s employees, agents, contractors and consultants who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information for the purpose of this Agreement. Customer shall ensure that all persons to whom it gives access to the Confidential Information, including employees, agents, contractors and consultants, shall comply with the provisions of this Section 6 and the other provisions of this Agreement related to the use of the Densify Technology.
e. The provisions of Section 6.d shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain; (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence; (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it; (v) was independently developed by a party without reference to the Confidential Information of the other party; or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that, to the extent legally permissible, the ordered party will have first provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.
f. Customer shall not remove any proprietary copyright, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Densify Technology.
g. Customer shall not export or re-export the Local Component or any other part of the Densify Technology or any copies thereof, either directly or indirectly, outside of the Territory. Customer shall have the exclusive obligation to ensure that any export of the Densify Technology is in compliance with all applicable export laws and the laws of any foreign country.
Appears in 1 contract
