Common use of Proprietary Rights and Confidentiality Clause in Contracts

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, modification, and protection and security of the Sublicensed Software, System Documentation and related materials. Without limiting the generality of the foregoing, the Customer shall in any event denote the same degree of care to protecting the Sublicensed Software and System Documentation as it devotes to the protection of its own confidential and proprietary information. f. In the event of any breach or threatening breach of the provisions of this Section, [*] shall, in addition to all other rights and remedies available to it at law or in equity, be entitled to a temporary or permanent decree or order restraining and enjoining such breach and the User shall not plead in defense thereto that there would be an adequate remedy at law, it being hereby expressly acknowledged and understood that damages at law will be an inadequate remedy in the event of such a breach or threatened breach. g. If, having complied with the foregoing provisions of this Section, the User has actual notice of any unauthorized possession, use or knowledge of any part of the Sublicensed Software or physical embodiment thereof, or of the System Documentation any other information made available pursuant to this Agreement by anyone else other than Persons authorized by this Agreement to have such possession, use or knowledge, the User agrees to notify [*] promptly of the circumstances surrounding such unauthorized possession, use or knowledge. [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.

Proprietary Rights and Confidentiality. a. (a) The Sublicensed Licensed Software and related materials (including, without limitation, the System Documentation) are have been developed by InterSystems as a trade secret at InterSystems’ expense and are, and shall remain, the sole property of [*] or one or more of its affiliatesInterSystems. No right to print or copy, in whole or in part, any such Sublicensed Licensed Software, System Documentation or related materials is granted hereunder except as herein expressly provided. b. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT(b) Except as expressly provided in this Agreement, THE USER AGREES NOT TO the User agrees not to (i) DECOMPILEdecompile, DISASSEMBLE OR REVERSE ENGINEER THE LICENSED SOFTWARE OR 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 TECHNOLOGYuse or disclose or divulge to others any data or information relating to the Licensed Software and/or the technology, IDEASideas, CONCEPTSconcepts, KNOWknow-HOW AND TECHNIQUES EMBODIED THEREIN. c. The obligations how and techniques embodied therein. Such obligation of confidentiality and non-use described in Section 4(b) above nonuse 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 same: (i) is or becomes publicly known within with the public domain (other than by acts attributable to the User or any of its officers, agentsagent, shareholders shareholders, employees or representatives); (ii) was known to the User prior to InterSystems’ disclosure thereof (other than through the business dealings of [*] Confidential portions omitted the User with InterSystems or any customer of InterSystems); or (iii) has been or hereafter is independently conceived by any officer, agent, shareholder, employee or representative of the User, which or who has not had access to such information from InterSystems or any of its customers. Information shall not be deemed to be in the public domain by reason of the general licensing and filed separately with other commercial disposition of the Securities and Exchange CommissionLicensed Software by InterSystems in the ordinary course of its business. The existence of a copyright notice shall not cause, or be deemed or construed as causing, the Licensed Software or System Documentation to be published copyright work or to be in the public domain. d. (c) 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 skill 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 [*] InterSystems of the entry or existence of such order and of the User's ’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. (d) 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 Licensed Software, System Documentation or any related materials without the prior written consent of InterSystems;; and (ii) not to provide or otherwise make available any Sublicensed Licensed 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, modification, and protection and security of the Sublicensed Licensed Software, System Documentation and related materials. Without limiting the generality of the foregoing, the Customer shall in any event denote devote the same degree of care to protecting the Sublicensed Licensed Software and System Documentation as it devotes to the protection of its own confidential and proprietary information. f. (e) In the event of any breach or threatening threatened breach of the provisions of this Section, [*] InterSystems shall, in addition to all other rights and remedies available to it at law or in equity, be entitled to a temporary or permanent decree or order restraining and enjoining such breach and the User shall not plead in defense thereto that there would be an adequate remedy at law, it being hereby expressly acknowledged and understood that damages at law will be an inadequate remedy in the event of such a breach or threatened breach. g. (f) If, having complied with the foregoing provisions of this Section, the User has actual notice of any unauthorized possession, use or knowledge of any part of the Sublicensed Licensed Software or physical embodiment thereof, or of the System Documentation any other information made available pursuant to this Agreement by anyone else other than Persons authorized by this Agreement to have such possession, use or knowledge, the User agrees to notify [*] InterSystems promptly of the circumstances surrounding such unauthorized possession, use or knowledge. (g) The user shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Licensed Software or any related materials or System Documentation in the User’s possession. [*] Confidential portions omitted NOTE: Capitalized terms used above shall have the definitions contained in the VAR Agreement. Other terms used in the VAR’s standard Software License Agreement may be substituted for adversely affect the substance, scope, intent or enforceability of the foregoing provisions. Capitalized terms used herein and filed separately not otherwise defined shall have the meanings set forth in the Distribution Agreement dated , 19 by and between INTERSYSTEMS CORPORATION and (the “VAR”). To: InterSystems Corporation Xxx Xxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 FAX: (000) 000-0000 From: The undersigned hereby intends to: ¨ Use the Licensed Software for its own purposes (or in connection with the Securities business and Exchange Commission.operations of an Affiliate) on a CPU located at: ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ¨ Sublicense the Licensed Software to the User whose name is set forth below: ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ Delivery Date to VAR: Installation Date at Users Site: ¨ M/SQL _________ ¨ M/PACT Full Function _________ ¨ M/PACT Application Specific _________ ¨ M/WINDOWS Full Function _________ ¨ M/NET _________ ¨ M/PACT VAR Master System _________ ¨ M/WINDOWS VAR Master System _________ Manufacturer: Model #: Serial #: # of Disk Controllers & Type: Operating System: Version: ¨ Key only ¨ Magnetic reel tape (density ) ¨ Diskette (type ¨ Cartridge tape (type )

Proprietary Rights and Confidentiality. a. (a) The Sublicensed parties agree that the Licensed Software and related materials (including, without limitation, the System Documentation) are furnished by InterSystems to the VAR hereunder have been developed by InterSystems as a trade secret at InterSystems’ expense and are, and shall remain, the sole property of [*] InterSystems. Except as may be expressly provided in writing, InterSystems reserves to itself any and all property rights in and to all programs and systems developed by InterSystems for the VAR or one any User arising out of work done by InterSystems on such programs and systems, regardless of fees or more of its affiliatescharges paid by the VAR. No right to print or copy, in whole or in part, any such Sublicensed Licensed Software, System Documentation or related materials is granted hereunder except as herein expressly provided. b. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT(b) Except as expressly provided in this Agreement, THE USER AGREES NOT TO the VAR agrees not to (i) DECOMPILEdecompile, DISASSEMBLE OR REVERSE ENGINEER THE LICENSED SOFTWARE OR 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 TECHNOLOGYuse or disclose or divulge to others any data or information relating to the Licensed Software and/or the technology, IDEASideas, CONCEPTSconcepts, KNOWknow-HOW AND TECHNIQUES EMBODIED THEREIN. c. The obligations how and techniques embodied therein. Such obligation of confidentiality and non-use described in Section 4(b) above nonuse shall not be deemed to include disclosure or other use of such data or information to the extent that the User VAR can prove the same same: (i) is or becomes publicly known within the public domain (other than by acts attributable to the User VAR or any of its officers, agents, shareholders shareholders, employees or representatives); (ii) was known to the VAR prior to InterSystems’ disclosure thereof (other than through the business dealings of [*] Confidential portions omitted and filed separately the VAR with InterSystems or any customer of InterSystems); or (iii) has been or hereafter is independently conceived by any officer, agent, shareholder, employee or representative of the Securities and Exchange CommissionVAR, which or who has not had access to such information from InterSystems or any of its customers. d. (c) Information shall not be deemed to be in the public domain by reason of the general licensing and other commercial disposition of the Licensed Software by InterSystems in the ordinary course of its business. The existence of a copyright notice shall not cause, or be deemed or construed as causing, the Licensed Software or System Documentation to be a published copyright work or to be in the public domain. (d) Nothing contained in this Section 9 shall prohibit the User VAR or any of its officers, agentsagent, 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 VAR first notifies [*] InterSystems of the entry or existence of such order and of the User's VAR’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. (e) The User VAR further agrees: (i) except for back-up security purposes, not to copy, reproduce or duplicate, or allow to be copied, reproduced or duplicatedduplicate, in whole or in part, the Sublicensed Licensed Software, System Documentation or any related materials furnished by InterSystems to the VAR hereunder without the prior written consent of InterSystems; (ii) not to provide or otherwise make available any Sublicensed Licensed 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, modification, and protection and security of the Sublicensed Licensed Software, System Documentation and related materials. Without limiting the generality of the foregoing, the Customer VAR shall in any event denote devote the same degree of care to protecting the Sublicensed Licensed Software and System Documentation as it devotes to the protection of its own confidential and proprietary information. f. (f) In the event of any breach or threatening threatened breach of the provisions of this SectionSection 9, [*] InterSystems shall, in addition to all other rights and remedies available to it at law or in equity, be entitled to a temporary or permanent decree or order restraining and enjoining such breach and the User VAR shall not plead in defense thereto that there would be an adequate remedy at law, it being hereby expressly acknowledged and understood that damages at law will be an inadequate remedy in the event of such a breach or threatened breach. g. (g) If, having complied with the foregoing provisions of this SectionSection 9, the User VAR has actual notice of any unauthorized possession, use or knowledge of any part of the Sublicensed Licensed Software or physical embodiment thereof, or of the System Documentation any other information made available pursuant to this Agreement by anyone else other than Persons authorized by this Agreement to have such possession, use or knowledge, the User VAR agrees to notify [*] InterSystems promptly of the circumstances surrounding such unauthorized possession, use or knowledge. [*] Confidential portions omitted . (h) The VAR shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Licensed Software or any related materials or System Documentation in the VAR’s possession. (i) InterSystems will not use or disclose to any other Person any confidential information or data relating to the business operations and filed separately practices of the VAR (which is identified as proprietary or confidential by a conspicuous legend or other markings) to which InterSystems is granted access in the course of the installation or maintenance of the Licensed Software, and will take appropriate action, by instruction, agreement or otherwise, with the Securities its employees, agents and Exchange Commissionrepresentatives, to insure that such obligations of confidentiality and nondisclosure are respected and satisfied.