Common use of Proprietary Rights and Confidentiality Clause in Contracts

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. (a) BMC, its Affiliates or licensors retain all right, title and interest to the Technology Product, Support 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 Customer in this Agreement. (b) “Confidential Information” means all proprietary or confidential information that is disclosed to User the recipient (“Recipient”) by BMCthe discloser (“Discloser”), and includes, among other things (i) any and all information relating to Discloser financial information, customers, employees, 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 publically available) and any third party software provided with the Product; and (iii) the terms of this Agreement, including without limitation, Product pricing information. Confidential Information does not include information that User Recipient can show: (a) was rightfully in UserRecipient’s possession without any obligation of confidentiality before receipt from BMCthe Discloser; (b) is or becomes a matter of public knowledge through no fault of UserRecipient; (c) is rightfully received by User Recipient from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for UserRecipient. User Recipient may not disclose Confidential Information of BMC Discloser to any third party or use the Confidential Information in violation of this Agreement. User The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC the Discloser 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 BMCthe Discloser. Notwithstanding the foregoing, User Recipient may disclose BMCDiscloser’s Confidential Information to UserRecipient’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. (a) BMC, its Affiliates 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 identificationidentification, copyright, trademark or other notice from the Product. BMC reserves any rights not expressly granted to User in this Agreement. (b) “Confidential Confidential Information” means all proprietary or confidential 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 flow charts, techniques, specificationsspecifications, 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 Confidential Information does not include information that User can show: (a) was rightfully in User’s possession without any obligation of confidentiality 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 confidentialityconfidentiality; or (d) is independently developed by or for User. User may not disclose Confidential Confidential Information of BMC to any third party or use the Confidential Confidential Information in violation of this Agreement. User (i) will exercise the same degree of care and protection with respect to the Confidential Confidential Information of BMC that it exercises with respect to its own Confidential 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.allow

Proprietary Rights and Confidentiality. (5.1. Customer agrees and acknowledges that all intellectual property in the Licensed Product is either the exclusive property of: a) BMC, its Affiliates Proactis; b) or licensors retain all right, title and interest a third party or parties from whom Proactis has the right to sublicense the same to the Technology Customer. All rights in and all related intellectual property and proprietary rights. The Product and all third party software provided with to the Licensed Product are protected by applicable reserved to Proactis (or any relevant third party) and the Customer will not contest Proactis' or such third party’s right or title in or to the same. 5.2. Customer shall not alter or remove any copyright, trade secret, industrial patent, trademark, proprietary and/or other legal notices contained on or in copies of the Licensed Product. 5.3. If Customer is permitted by Proactis to make any copies of the Licensed Product, then Customer shall reproduce all relevant notices on or in all copies. 5.4. Customer shall hold and other intellectual property laws. User may use the Licensed Product under a duty of confidence and shall not remove disclose 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 it, its use or servicesProactis’ business without the prior written approval of Proactis, includingexcept: a) to Customer’s employees, without limitation, software code, flow charts, techniques, specifications, development and marketing plans, strategies, forecastsagents, and proposal related documents contractors to whom such use is necessary and responseslicensed hereunder for Use, provided that each such employee, agent, or contractor is in turn bound by a duty to the Customer to maintain the Licensed Product in confidence; or b) (provided that Customer shall have used reasonable efforts to secure confidential treatment of any such information to be disclosed) as required by applicable law, rule, or regulation, or by an order of a court or governmental or law enforcement agency or other authority, each of competent jurisdiction. Customer's obligations under this clause 5.4 shall not apply to the Licensed Product, or any part thereof, which i) was known by Customer prior to disclosure by Proactis; or ii) as becomes publicly available without any party’s breach of a duty of confidence 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 ProductProactis; and (or 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 Customer from a third party without violation breach 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 obligation of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.to Proactis; or

Proprietary Rights and Confidentiality. (a) BMC, its Affiliates or licensors retain all right, title and interest to the Technology Product, Support 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 Customer may not remove any product identification, copyright, trademark or other notice from the Product. BMC reserves any rights not expressly granted to User Customer in this Agreement. (b) “Confidential Information” means all proprietary or confidential information that is disclosed to User the recipient (“Recipient”) by BMCthe discloser (“Discloser”), and includes, among other things (i) any and all information relating to Discloser financial information, customers, employees, 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, including without limitation, Product pricing information. Confidential Information does not include information that User Recipient can show: (a) was rightfully in UserRecipient’s possession without any obligation of confidentiality before receipt from BMCthe Discloser; (b) is or becomes a matter of public knowledge through no fault of UserRecipient; (c) is rightfully received by User Recipient from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for UserRecipient. User Recipient may not disclose Confidential Information of BMC Discloser to any third party or use the Confidential Information in violation of this Agreement. User The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC the Discloser 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 BMCthe Discloser. Notwithstanding the foregoing, User Recipient may disclose BMCDiscloser’s Confidential Information to UserRecipient’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. (a) BMCCustomer acknowledges and agrees that all copyright, 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 copyrightpatent, trade secret, industrial and all other intellectual property lawsrights of every kind and nature related to the IT Services are and shall remain the exclusive property of Netability or its third-party licensors, and nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. User may not remove Except for any product identificationSoftware licenses provided by Netability to Customer, copyrightno other right or license is granted to Customer, trademark by implication or otherwise, and all other rights are expressly reserved to Netability. Provided, it is acknowledged that all Customer data is the property of Customer or, if Customer is a “covered entity” as contemplated by applicable health care privacy Laws, such Customer data is the property of Customer or its patients and related prescribing physicians. While such information is in its possession or control, Netability shall treat the same in confidence, limit its access, restrict its use and keep it as secure as reasonably possible in compliance with applicable Laws, including with regard to personal health information (“PHI”) specifically the requirements of 45 C.F.R. Parts 160 & 164, subparts A & E. Netability shall only use or disclose such information as expressly authorized herein or in any applicable Business Associate Agreement or other notice from the Product. BMC reserves any rights not expressly granted contract which Netability may enter into as an incident to User in this Agreement. its business relationship with Customer. (b) “Confidential Information” means all proprietary Customer and Netability agree that, except as expressly authorized in writing (including through the use of email) in advance by the other party, neither of them will, either during the existence of this Agreement or confidential at any time thereafter, disclose the terms of this Agreement to any third party except to their respective employees, regulators, auditors, accountants, attorneys or consultants with a need to know such information. Provided, either party may disclose such information that is disclosed to User by BMC, and includes, among other things (i) to the extent required by any and all information relating subpoena or order of any governmental authority; provided that the party that receives the subpoena shall promptly give the other party written notice of such requirement prior to products any disclosure so that the other party may have sufficient time to seek a protective order or services, including, without limitation, software code, flow charts, techniques, specifications, development and marketing plans, strategies, forecasts, and proposal related documents and responsesother appropriate relief; (ii) as with regard to BMCinformation other than PHI, and its licensors, if the Product (excluding portions disclosing party can show that it was in possession of the Documentation that BMC makes publicly available) and any third party software provided with information prior to its disclosure to them from a source other than the Productother party; and (iii) the terms of this Agreement. Confidential Information does not include receiving party lawfully received the 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 absent the breach of a duty of confidentialityany applicable confidentiality obligation; or (div) is with regard to information other than PHI, the receiving party can show that the information was independently developed by or for User. User may person who did 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 Agreementconfidential information.

Proprietary Rights and Confidentiality. (a) BMCBRIGHT, its Affiliates or licensors retain all right, title and interest to the Technology Product, Support 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 BRIGHT reserves any rights not expressly granted to User Customer in this Agreement. , (b) “Confidential Information” Information means all proprietary or confidential information that is disclosed to User the recipient ( "Recipient ") by BMCthe discloser ( "Discloser "), and includes, among other things (i) any and all information relating to Discloser financial information, customers, employees, 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 BMCBRIGHT, and its licensors, the Product (excluding portions of the Documentation that BMC BRIGHT makes publicly publically available) and any third party software provided with the Product; and (iii) the terms of this Agreement, including without limitation, Product pricing information. Confidential Information does not include information that User Recipient can show: (a) was rightfully in User’s Recipient's possession without any obligation of confidentiality before receipt from BMCthe Discloser; (b) is or becomes a matter of public knowledge through no fault of UserRecipient; (c) is rightfully received by User Recipient from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for UserRecipient. User Recipient may not disclose Confidential Information of BMC Discloser to any third party or use the Confidential Information in violation of this Agreement. User The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC the Discloser 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 BMCthe Discloser. Notwithstanding the foregoing, User Recipient may disclose BMC’s Discloser's Confidential Information to User’s Recipient'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) BMC, its Affiliates or licensors retain all right, title and interest to the Technology Product, Support 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 Customer may not remove any product identification, copyright, trademark or other notice from the Product. BMC reserves any rights not expressly granted to User Customer in this Agreement. (b) “Confidential Information” means all proprietary or confidential information that is disclosed to User the recipient (“Recipient”) by BMCthe discloser (“Discloser”), and includes, among other things (i) any and all information relating to Discloser financial information, customers, employees, products or services, including, without limitation, ,software code, flow charts, techniques, specifications, development and marketing plans, strategies, and 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, including without limitation, Product pricing information. Confidential Information does not include information that User Recipient can show: (a) was rightfully in UserRecipient’s possession without any obligation of confidentiality before receipt from BMCthe Discloser; (b) is or becomes a matter of public knowledge through no fault of UserRecipient; (c) is rightfully received by User Recipient from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for UserRecipient. User Recipient may not disclose Confidential Information of BMC Discloser to any third party or use the Confidential Information in violation of this Agreement. User The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC the Discloser 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 BMCthe Discloser. Notwithstanding the foregoing, User Recipient may disclose BMCDiscloser’s Confidential Information to UserRecipient’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.