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. 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. (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. (c)
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. 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. (a) MPOWER represents and Customer acknowledges that the MPOWER Software, including the Documentation, is the sole and exclusive property of MPOWER, including, but not limited to, all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and MPOWER retains title to the MPOWER Software and any copies thereof. Customer is not purchasing title to the MPOWER Software or copies thereof, but rather is being granted a license to use the MPOWER Software pursuant to the terms herein. Customer shall not sell, License, transfer, or otherwise make available (except as expressly provided herein) any portion of the MPOWER Software to others, including but not limited to Related Parties and non-Related Parties for which Customer is providing processing services pursuant to the terms hereof, nor permit the foregoing, except for disclosure of the MPOWER Software to Customer consultants and auditors pursuant to the provisions of Section 12.2 herein, and the disclosure of the User Documentation to Related Parties and non-Related Parties, pursuant to the provisions of Sections 2.3 and 12.2 herein.
Proprietary Rights and Confidentiality. 7.1 Vendor acknowledges and agrees that the CHC Materials, CHC Services, and all intellectual property rights (including, without limitation, copyright, patent, trade secrets, confidential information rights, and moral rights) derived or devolving from the CHC Materials or the performance of the CHC Services, and all derivative works of the CHC Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and 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 owned by and are valuable, special and unique assets of CHCís business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and ìConfidential Informationî of CHC subject to Section 7.2 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 Vendor or Vendorís Customers pursuant to this Agreement. Vendor 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, any portion of the CHC Materials or CHC Services. Except as specifically authorized by CHC in writing, Vendor may not copy any portion of the CHC Materials, or modify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Vendor shall cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting CHC Materials, and/or CHC Services. The breach or threatened breach by Vendor of any provision of this Article 7 will subject Vendor, at CHCís option, to the immediate termination of all Vendorís rights hereunder, and CHC shall be entitled to an injunction restraining such breach without limiting CHCís other remedies for such breach or threatened breach, including recovery of damages from Vendor.
Proprietary Rights and Confidentiality. Dealer acknowledges that the Products and any associated written materials or other programming documentation belongs exclusively to the Company. Dealer further acknowledges that all information related to the nature of and use of the Products is confidential information. Accordingly, Dealer agrees, and will obtain the agreement of his employees, agents, and subcontractors, to treat confidentially all of such information whether or not copyrightable or patentable. Dealer further agrees to exert its best efforts at all times to protect the confidentiality of all such information, and to take whatever steps necessary to assure such protection.
