Common use of Proprietary Rights and Confidentiality Clause in Contracts

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.