Common use of Proprietary Rights and Confidentiality Clause in Contracts

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, within thirty (30) days, after its oral disclosure.

Proprietary Rights and Confidentiality. 9.1 Beechwood representsPEERLESS shall own all title and proprietary rights, including without limitation copyrights, patents, trade secret rights and any other intellectual property right, in the PEERLESS Licensed Product defined herein and any PEERLESS Material, including without limitation, any portion thereof incorporated in or underlying any Derivative Work created by KONICA, and Licensee acknowledges that Beechwood owns any part or copy of any of the foregoing in any form or media. In the case of all rightDerivative Works, title PEERLESS shall continue to own the underlying Code and interest in the Products, trademarks, copyrightsall proprietary rights thereto, and shall own the Derivative Work as whole 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 partythereto. Beechwood PEERLESS shall own such modifications per se and all proprietary rights thereto. KONICA shall have the right and license to defend, or as its option settle, any use 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 modifications 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 same extent it 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 licensed to use the infringing Licensed Program, (b) replace it with suitable non-infringing software, (c) suitably modify Code in such respective formats as set forth elsewhere in the Licensed Program so it no longer infringes, or (d) refund the unamortized portion of the License Fee paid by Licensee to Beechwood under SDKLA and this Agreement based upon a five (5) year straightline depreciation and terminate this AgreementLSA #10. The foregoing states Beechwood's entire liability with regard ownership rights are subject to the infringement Licenses set forth herein. Rights not expressly granted to KONICA hereunder are reserved by PEERLESS. KONICA agrees to assign, and upon creation thereof automatically assigns, all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in the Derivative Works. KONICA agrees to execute any documents of assignment or registration of copyright or other intellectual property rights requested by PEERLESS respecting any and all Derivative Works thereof. KONICA retains no rights or license to utilize any Derivative Works except in furtherance of the purposes of this LSA #10 or unless specifically authorized in writing by PEERLESS. 9.2 Without limiting any of KONICA’s obligations of confidentiality imposed pursuant to the SDKLA, KONICA shall (i) specifically require any employee or contractor of KONICA to execute KONICA’s standard confidentiality and non-disclosure agreement(s), the content of such agreement to be subject to PEERLESS’ approval, which shall not be unreasonably withheld; (ii) notify PEERLESS promptly and in writing of any rights circumstances of which KONICA has knowledge regarding any third party possible use of or access to any Confidential Information or any part thereof by any unauthorized person or entity; and Licensee hereby expressly waives (iii) take and allow PEERLESS to take, at KONICA’s expense, but under PEERLESS’ control, any legal or other such liabilitiesaction necessary to prevent or stop the access to or use of the Confidential Information by a person or an entity that has gained access to the Confidential Information due to the fault or negligence of KONICA or any breach by KONICA arising out of or in connection with the SDKLA or this LSA #10. 9.3 As used in Any breach by KONICA of any of its obligations under this Agreement Section 9 shall constitute a Default under (January 15, 2003 EMS) Page 1 Initials: PEERLESS ; KONICA 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 provisions of the time of disclosure and reduced to a written summary by the disclosing party, within thirty (30) days, after its oral disclosureSDKLA.

Proprietary Rights and Confidentiality. 9.1 Beechwood represents6.1 PSIP shall own all title and proprietary rights, including without limitation copyrights, patents and trade secret rights, in any PSIP Material, including without limitation any portion thereof incorporated in or underlying any Derivative Work created by SEC, and Licensee acknowledges that Beechwood owns any part or copy of any of the foregoing in any form or media. In the case of all rightDerivative Work, title PSIP shall continue to own the underlying Code and interest in the Products, trademarks, copyrightsall proprietary rights thereto, and shall own the Derivative Work as a whole 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 partythereto. Beechwood PSIP shall own such modifications per se and all proprietary rights thereto. SEC shall have the right and license to defend, or as its option settle, any use 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 modifications per se 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 same extent it 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 licensed to use the infringing Licensed ProgramCode in such FINAL December 4, (b) replace it with suitable non-infringing software2002 Page 3 of 12 Initials: PSIP ; SEC respective formats as set forth elsewhere in the MTLA, (c) suitably modify the Licensed Program so it no longer infringesLSA #1, or (d) refund the unamortized portion of the License Fee paid by Licensee to Beechwood under LSA #2, LSA #3, LSA #0, XXX #0, XXX #0, XXX #0 and this Agreement based upon a five (5) year straightline depreciation and terminate this AgreementLSA #8. The foregoing states Beechwood's entire liability with regard ownership rights are subject to the infringement Licenses set forth herein. Rights not expressly granted to the SEC hereunder are reserved by the PSIP. Without limiting the foregoing, SEC shall own all title and proprietary rights in any pre-existing SEC intellectual property that SEC contributes to any such Derivative Work. 6.2 Without limiting any of SEC’s obligations of confidentiality imposed pursuant to the MTLA, SEC shall (i) specifically require any employee and contractor of SEC to execute SEC’s standard confidentiality and non-disclosure agreement(s); (ii) notify PSIP promptly and in writing of any rights circumstances of which SEC has knowledge regarding any possible use of or access to any Confidential Information or any part thereof by any unauthorized person or entity; and (iii) take and allow PSIP to take, at SEC’s expense but under PSIP’s control, any legal or other action necessary to prevent or stop the access to or use of the Confidential Information by an person or entity that has gained access to the Confidential Information due to the fault or negligence of License or any breach by SEC of the MTLA or this LSA #8. 6.3 Any breach by SEC of any third party and Licensee hereby expressly waives any other such liabilitiesof its obligations under this Section 6 shall be considered to be Default of the provisions of the MTLA. 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, within thirty (30) days, after its oral disclosure.