Proprietary Rights and Confidentiality. Except as specifically authorized by this Agreement or as otherwise approved by UCB, information and materials shared with you by UCB or developed hereunder in connection with the Services (“Work Product”) shall be considered to be the confidential and proprietary property of UCB and will be used only in connection with the Services. You shall not use, disclose, or duplicate any confidential and proprietary information except as necessary to provide the Services. Your confidentiality obligations under this Section shall not apply to any information which is or becomes, through no fault of yours, part of the public knowledge. If required to disclose any UCB confidential information by any law, regulation, judicial or administrative process, you agree that (a) prior to making any such disclosure, you will provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) you shall disclose such confidential information only to the extent required in order to comply with the applicable law, regulation or action. The Work Product and all original works of authorship resulting or derived from your performance of the Services, will be and will remain the sole and exclusive property of UCB, and you hereby assign to UCB in perpetuity all right, title and interest that you may have therein, including, without limitation, all copyrights or similar property rights recognized by any country or jurisdiction.
Proprietary Rights and Confidentiality. (a) BMC, its Affiliates or licensors retain all right, title and interest to the Technology and all related intellectual property and proprietary rights. The Product and all third party software provided with the Product are protected by applicable copyright, trade secret, industrial and other intellectual property laws. User may not remove any product identification, copyright, trademark or other notice from the Product. BMC reserves any rights not expressly granted to User in this Agreement. (b) “Confidential Information” means all proprietary or confidential information that is disclosed to User by BMC, and includes, among other things (i) any and all information relating to products or services, including, without limitation, software code, flow charts, techniques, specifications, development and marketing plans, strategies, forecasts, and proposal related documents and responses; (ii) as to BMC, and its licensors, the Product (excluding portions of the Documentation that BMC makes publicly available) and any third party software provided with the Product; and (iii) the terms of this Agreement. Confidential Information does not include information that User can show: (a) was rightfully in User’s possession without any obligation of confidentiality before receipt from BMC; (b) is or becomes a matter of public knowledge through no fault of User; (c) is rightfully received by User from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for User. User may not disclose Confidential Information of BMC to any third party or use the Confidential Information in violation of this Agreement. User (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of BMC. Notwithstanding the foregoing, User may disclose BMC’s Confidential Information to User’s employees and agents who have the need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.
Proprietary Rights and Confidentiality. Executive has entered into an Executive Invention Assignment and Confidentiality Agreement, which agreement, attached hereto as Annex A, is hereby incorporated herein in its entirety.
Proprietary Rights and Confidentiality. 6.1 Provider acknowledges and agrees that the CHC IP and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and confidential information rights) derived or devolving from the XXX Xxxxxxxx, XXX Xxxxxxxx, XXX Materials or the performance of the CHC Services, and all derivative works of the CHC IP (including, without limitation, data compilations, abstracts, aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are the confidential property and trade secrets of CHC and “Confidential Information” of CHC subject to Section 6.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Provider pursuant to this Agreement. Provider will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, the CHC IP, except as specifically authorized by CHC in writing or as otherwise provided herein. Provider shall reasonably cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting the CHC IP. The breach or threatened breach by Provider of any provision of this Article 6 will subject Provider, at CHC’s option, to the immediate termination of all Provider’s rights hereunder, and CHC shall be entitled to seek an injunction restraining such breach without limiting CHC’s other remedies for such breach or threatened breach, including recovery of damages from Provider.
6.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 6.2, any of the terms of this Agreement, and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) ...
Proprietary Rights and Confidentiality. (a) Spectrum’s Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware), software, data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Spectrum to provide the Service (collectively “Spectrum Materials”) shall remain the sole and exclusive property of Spectrum or its suppliers and shall not become a fixture to the Service Location. Customer shall acquire no title to, interest or right (including intellectual property rights) in the Spectrum Materials by virtue of the payments provided for herein other than the limited, non-exclusive, and non-transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute the Spectrum Materials, in whole or in part, or use them for the benefit of any third party. Customer shall not cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Services. All rights in the Spectrum Materials not expressly granted to Customer herein are reserved to Spectrum or its suppliers. Customer shall not open, alter, misuse, tamper with, or remove the Spectrum Equipment or Spectrum Materials as and where installed by Spectrum, and shall not remove any markings or labels from the Spectrum Equipment or Spectrum Materials indicating Spectrum (or its suppliers) ownership or serial numbers.
Proprietary Rights and Confidentiality a. The Sublicensed Software and related materials (including, without limitation, the System Documentation) are and shall remain, the sole property of [*] or one or more of its affiliates. No right to print or copy, in whole or in part, any such Sublicensed Software, System Documentation or related materials is granted hereunder except as herein expressly provided.
b. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE USER AGREES NOT TO (i) DECOMPILE, DISASSEMBLE OR REVERSE ENGINEER THE LICENSED SOFTWARE OR (ii) USE OR DISCLOSE OR DIVULGE TO OTHERS ANY DATA OR INFORMATION RELATING TO THE LICENSED SOFTWARE AND/OR THE TECHNOLOGY, IDEAS, CONCEPTS, KNOW-HOW AND TECHNIQUES EMBODIED THEREIN.
c. The obligations of confidentiality and non-use described in Section 4(b) above shall not be deemed to include disclosure or other use of such data or information to the extent that the User can prove the same is or becomes publicly known within the public domain (other than by acts attributable to the User or any of its officers, agents, shareholders of [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.
d. Nothing contained in this Section shall prohibit the User or any of its officers, agents, shareholders, employees or representatives from:
(i) using his or its general technical skills when not otherwise inconsistent with the terms hereof; or
(ii) disclosing data or information pursuant to any enforceable administrative or judicial order, provided, however, that the User first notifies [*] of the entry or existence of such order and of the User's intention to comply with its terms. Data or information shall not be deemed to be in the public domain solely by reason of any such order.
e. The User further agrees:
(i) except for back-up security purposes, not to copy, reproduce or duplicate, or allow to be copied, reproduced or duplicated, in whole or in part, the Sublicensed Software, System Documentation or any related materials without the prior written consent of InterSystems;
(ii) not to provide or otherwise make available any Sublicensed Software, System Documentation or related materials in any form to any other Person or organization, without the prior written consent of InterSystems; and
(iii) that it will take appropriate action with its officers, agents, shareholders, employees or representatives, by instruction, agreement or otherwise, to satisfy its obligations under this Agreement with respect to use, copying, ...
Proprietary Rights and Confidentiality. As a condition of this Agreement, Independent Contractor shall execute the "Contractor Confidential Information, Invention Assignment and Arbitration Agreement" attached hereto as Exhibit B and made a part hereof by this reference.
Proprietary Rights and Confidentiality. Client hereby acknowledges and agrees that Xxxxx- Xxxxxxx and Associates, LLC's methods, means and processes for collecting, decoding, assembling, assessing and conveying its services constitute proprietary information. Client hereby agrees to exercise due and reasonable care in protecting Xxxxx-Xxxxxxx and Associates, LLC's confidential information from unauthorized use or disclosure.
Proprietary Rights and Confidentiality. Except as specifically authorized by this Agreement or as otherwise approved by UCB, information and materials shared with Speaker by UCB or developed hereunder in connection with the Services (“Work Product”) shall be considered to be the confidential and proprietary property of UCB and will be used only in connection with the Services. Speaker shall not use, disclose, or duplicate any confidential and proprietary information except as necessary to provide the Services. Speaker’s confidentiality obligations under this Section shall not apply to any information which is or becomes, through no fault of the Speaker or the Speaking Physician, part of the public knowledge. If required to disclose any UCB confidential information by any law, regulation, judicial or administrative process, Speaker agrees that (a) prior to making any such disclosure, Speaker will provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) Speaker shall disclose such confidential information only to the extent required in order to comply with the applicable law, regulation or action. The Work Product and all original works of authorship resulting or derived from Speaker’s performance of the Services, will be and will remain the sole and exclusive property of UCB, and Speaker hereby assign to UCB in perpetuity all right, title and interest that Speaker may have therein, including, without limitation, all copyrights or similar property rights recognized by any country or jurisdiction.
Proprietary Rights and Confidentiality. 9.1 Beechwood represents, and Licensee acknowledges that Beechwood owns all right, title and interest in the Products, trademarks, copyrights, and all intellectual property relating thereto, subject to the rights expressly granted by Beechwood hereunder.
9.2 Notwithstanding anything contained herein to the contrary, Beechwood, at its own expense, shall indemnify and hold harmless Licensee and defend any action brought against same, with respect to any claim, demand, cause of action, or proceeding to the extent that it is based upon a claim that the Licensed Program infringes or violates any patents, copyrights, trade secrets, licenses or other proprietary rights of any third party. Beechwood shall have the right to defend, or as its option settle, any such claim, and Beechwood will have sole control of any such action or settlement negotiations. Licensee may, at its own expense, assist in such defense if it so chooses, provided that Beechwood shall control such defense and all negotiations relative to the settlement of any such claim. Licensee shall promptly notify Beechwood of any claim which Licensee believes fails within the scope of this Section. Furthermore, in the event that any such Licensed Program is held to constitute an infringement and its use is enjoined, Beechwood shall have the obligation, at its option and at its own expense, to either (a) procure for Licensee the right to continue to use the infringing Licensed Program, (b) replace it with suitable non-infringing software, (c) suitably modify the Licensed Program so it no longer infringes, or (d) refund the unamortized portion of the License Fee paid by Licensee to Beechwood under this Agreement based upon a five (5) year straightline depreciation and terminate this Agreement. The foregoing states Beechwood's entire liability with regard to the infringement of any rights of any third party and Licensee hereby expressly waives any other such liabilities.
9.3 As used in this Agreement the term "Confidential Information" shall mean any information in tangible form disclosed by one party to another pursuant to this Agreement, which is marked "Confidential", "Proprietary" or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one party to another pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing party, w...
