PROPRIETARY RIGHTS AND NONDISCLOSURE Sample Clauses

PROPRIETARY RIGHTS AND NONDISCLOSURE. The Airbus CBT Software and Airbus CBT Courseware, the copyrights and any and all other author rights, intellectual, commercial or industrial proprietary rights of whatever nature in the Airbus CBT Software and Airbus CBT Courseware are and will remain with the Seller, the Manufacturer or their suppliers, as the case may be. The Airbus CBT Software and Airbus CBT Courseware and their contents are designated as confidential. The Buyer will not take any commercial advantage by copy or presentation to third parties of the Airbus CBT Software, the documentation, the Airbus CBT Courseware, and/or any rearrangement, modification or copy thereof. Spirit Airlines - A320 FAMILY – PA 72 The Buyer acknowledges the Manufacturer’s proprietary rights in the Airbus CBT System and undertakes not to disclose the Airbus CBT Software or Airbus CBT Courseware or parts thereof or their contents to any third party without the prior written consent of the Seller. Insofar as it is necessary to disclose aspects of the Airbus CBT Software and Airbus CBT Courseware to the Buyer’s personnel, such disclosure is permitted only for the purpose for which the Airbus CBT Software and Airbus CBT Courseware are supplied to the Buyer under the License.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. 5.1 The PEP and the copyright and other proprietary rights of whatever nature in the PEP are and will remain with the Seller. The PEP and its contents are designated as confidential. 5.2 The Buyer undertakes not to disclose the PEP, parts thereof or its contents to any third party without the prior written consent of the Seller. Insofar as it is necessary to disclose aspects of the PEP to employees, such disclosure is permitted only for the purpose for which the PEP is supplied and only to the employee who needs to know the same.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. All materials provided to Consultant herein by BPS and all materials produced or developed (whether finished or unfinished) under the terms of this Agreement are the property of BPS. The Consultant will not use, disseminate, publish or permit to be published in any form any such materials produced or collaborated on by the Consultant, except with the prior written permission and consent of BPS. The Consultant agrees that any materials produced or developed (whether finished or unfinished) under this Agreement will be Works Made for Hire, to the extent the materials come within the terms of the Copyright Act (Title 17 U.S.C., Section 110) and, that BPS will own all of the right, title and interest in and to the copyright of said materials. To the extent that the materials produced or developed (whether finished or unfinished) under this Agreement are not Works Made for Hire, the Consultant hereby assigns and transfers to BPS all of the Consultant’s right, title, and interest in and to any copyright interest the Consultant has or might have in the materials produced or developed (whether finished or unfinished) under this Agreement. BPS reserves the right to require the Consultant to sign a further release transferring statutory copyright on any such materials to BPS. All information provided to Consultant herein related to BPS and all project materials shall be considered the confidential information and proprietary materials of BPS. Consultant shall not use such information and materials except in furtherance of completing the services under this Agreement and shall not disclose such information and materials except to BPS under this Agreement. The nonuse and nondisclosure requirements shall survive the termination or expiration of this Agreement. The Consultant commits to comply with the rules defined by the Board of Pharmacy Specialties, including those relating to confidentiality, impartiality and conflicts of interest.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. Xxxxxxxxx Xxxxxx and Linkage ------------------------------------ recognize each other's proprietary rights and the confidential nature of each other's materials and information and agree to take every precaution to safeguard and treat these materials and information as confidential. Each party further agrees that it will not make use of, either directly or indirectly, any of the materials or information that it received or has received from the other party other than for the purpose for which such information has been disclosed, except with prior written permission from the other party.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. 3.1 Advisor recognizes that Advisor will be exposed to, have access to and be engaged in the development of information (including all tangible and intangible manifestations) regarding the business, technology and intellectual property of the Company and Cocrystal Pharma, Inc., the Company’s parent. All of this information, except information that (a) is the subject of a patent, patent application, copyright, trademark or trade secret owned by Advisor before the date of this Agreement and not conveyed or licensed to the Company, (b) is in the public domain before the date of this Agreement or comes into the public domain after the date of this Agreement through no fault of Advisor or (c) is received by Advisor without an obligation of confidentiality from an unrelated third party that is not under an obligation of confidentiality to the Company and that has a legal right to disclose it, is collectively referred to as the “Proprietary Information.” 3.2 During the Term and thereafter, Advisor will keep in confidence and trust all Proprietary Information and will not use or disclose any Proprietary Information or anything related thereto to any third party without the prior written consent of the Company, except as required in performing the Services. 3.3 If Advisor is required to disclose any Inventions (as defined in Section 3.5) to any research or academic institution with which Advisor is affiliated pursuant to its applicable guidelines or policies, Advisor will notify the Company in writing and specify the nature of such disclosure 30 days before making such disclosure. Advisor represents and warrants that Advisor has no such disclosure obligations to any research or academic institution with which Advisor is affiliated, except as noted and described in Schedule A. Upon request, Advisor will provide the Company with copies of any such applicable guidelines or policies. 3.4 Advisor will submit to the Company any proposed publication (written or oral) that contains any discussion relating to the Company, the Services or the Proprietary Information. Advisor will not publish, submit for publication or make an oral presentation of the proposed publication without the Company’s prior written consent. 3.5 Advisor will promptly disclose to the Company in writing any and all inventions, developments or materials, whether or not patentable or registerable under copyright or similar statutes, authored, made or conceived of or reduced to practice or learned by Advis...
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PROPRIETARY RIGHTS AND NONDISCLOSURE. Licensee hereby acknowledges the proprietary status of the Software Product, including, but not limited to, trade secret, copyright and trademark interests. The Software Product embodies substantial creative efforts and contains trade secrets comprised of confidential information, ideas, and expressions, including, but not limited to, specific design and structure of the individual Programs. Access to the Software Product by Licensee employees and agents shall be limited to a need-to-know basis, and Licensee shall use reasonable means, in any event not less than that used to protect Licensee's own proprietary materials, to safeguard the confidential status of the Software Product. Licensee acknowledges that unauthorized disclosure of the Source Code will cause material damage to AGIS. Licensee recognizes that a substantial piracy problem exists in the software industry. Licensee shall notify AGIS of any instance of illegal copying of AGIS products which comes to its attention and shall assist in prosecuting any infringers.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. The Airbus CBT Software, Airbus CBT Courseware and AQP Material, the copyrights and any and all other author rights, intellectual, commercial or industrial proprietary rights of whatever nature in the Airbus CBT Software, Airbus CBT Courseware and AQP Material are and will remain with the Seller or its suppliers, as the case may be. The Airbus CBT Software, Airbus CBT Courseware and AQP Material and their contents are designated as confidential. The Buyer will not take any commercial advantage by copy or presentation to third parties of the Airbus CBT Software, the documentation, the Airbus CBT Courseware, or the AQP Material and/or any rearrangement, modification or copy thereof. The Buyer acknowledges the Manufacturer’s proprietary rights in the Airbus CBT System and the AQP Material and undertakes not to disclose the Airbus CBT Software, Airbus CBT Courseware or AQP Material or parts thereof or their contents to any third party without the prior written consent of the Seller, except to the extent permitted in Clause 22.7 of the Agreement. Insofar as it is necessary to disclose aspects of the Airbus CBT Software, Airbus CBT Courseware or AQP Material to the Buyer’s personnel, such disclosure is permitted only for the purpose for which the Airbus CBT Software, Airbus CBT Courseware and AQP Material are supplied to the Buyer under the License for Use of Airbus Computer Based Training and AQP Material. Notwithstanding the foregoing, the Buyer may disclose the Airbus CBT Software or Airbus CBT Courseware to the Buyer’s Aviation Authority to the extent required by such Aviation Authority or to the extent required by third party service providers assisting the Buyer in implementing such software or courseware into the Buyer’s curriculum for the Buyer’s training needs provided that such service providers (i) are not an airframe manufacturer or an Affiliate of an airframe manufacturer other than the Manufacturer or its Affiliates and (ii) agree to be bound in writing by the same terms and conditions as the Buyer under this License with regard to the confidential treatment of the Airbus CBT Software or Airbus CBT Courseware and recognition of the proprietary rights of the Seller, the Manufacturer and/or their suppliers in the Airbus CBT Software or Airbus CBT Courseware.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. 5.1 The PEP and the copyright and other proprietary rights of whatever nature in the PEP are and shall remain with the Seller. The PEP and its contents are designated as confidential.
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PROPRIETARY RIGHTS AND NONDISCLOSURE. (a) Licensee recognizes the special value and importance of the protection of proprietary and confidential information in the highly competitive computer software field. The Software and Documentation, although copyrighted, are unpublished and contain proprietary and confidential information of Advent and are considered by Advent to be trade secrets. Licensee agrees to hold the Software and Documentation in confidence. Without limiting the foregoing, Licensee agrees to protect the Software and Documentation at least to the same extent that Licensee protects its own similar confidential information and to take all reasonable precautions consistent with generally accepted standards in the data processing industry to safeguard the confidentiality of the Software and Documentation. (b) Licensee shall not provide, disclose or otherwise make available the Software or Documentation to any person other than Licensee's on-site employees, contractors and agents having need to Use the Software in conjunction with the Designated Equipment as permitted by the license granted in Section 3 above, except with Advent's prior written consent. Licensee may not use the Software or Documentation except as expressly provided in Section 3. (c) Licensee agrees that it will not reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from the Software, and no rights with respect to Software source code are granted to Licensee.
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Related to PROPRIETARY RIGHTS AND NONDISCLOSURE

  • 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 The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law. 3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software. 3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber. 3.5 No rights or licenses are granted except as expressly set forth herein.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights. 9.2 The price of our goods, our intellectual property rights, any information deemed confidential by us, and the commercial terms of the Contract are commercially sensitive and confidential and you must keep them secret for a period of five years from the end of the Contract. You may disclose this information where required to by law, court order, regulation or act of any governmental authority provided (to the extent permissible by law) you notify us in advance and agree the scope of disclosure with it. 9.3 You shall indemnify and hold us harmless from any claims based on infringement of any intellectual property rights caused by our compliance with your specifications.

  • Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter: (a) The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive’s duties for the Company, and except to the extent required by law (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, however, that Confidential Information shall not include any information that has entered or enters the public domain through (i) no fault of the Executive, and (ii) no breach by any other current or former employee of his/her confidentiality obligations to the Company.

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