PROPRIETARY RIGHTS AUDIT Sample Clauses

PROPRIETARY RIGHTS AUDIT. Upon no less than ten (10) business days notice, Sabre shall have access to such portion of TRX’s records and premises to allow Sabre to determine whether TRX is substantially in compliance with this Exhibit and the section entitled “Non-Disclosure” of the Agreement. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during TRX’s regular business hours, (b) arranged so that, to the extent possible, TRX’s regular business activities are minimally disrupted, and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Sabre determines, in good faith, after conducting such audit, TRX is not substantially in compliance with its obligations to protect Sabre’s proprietary rights, TRX shall pay the costs of such audit. Otherwise, Sabre shall pay the costs of such audit. Such payment will not preclude Sabre from exercising any right that it may have under the Agreement. TRX shall immediately correct any deficiencies discovered in the course of the audit.

PROPRIETARY RIGHTS AUDIT. During the term of the Agreement and for a period of eighteen (18) months thereafter, an independent auditor selected by Adobe shall have access to such portion of Adobe Support Information Recipient's records and premises to allow Adobe to determine whether Adobe Support Information Recipient is substantially in compliance with this Exhibit and Paragraph 6 ("Proprietary Rights and Legends") of the Agreement or Paragraph 4 ("Protection of Proprietary Information") of Exhibit B ("Minimum Terms of Peerless OEM Agreements"), as applicable. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during Adobe Support Information Recipient's regular business hours, (b) arranged so that, to the extent possible, Adobe Support Information Recipient's regular business activities are minimally disrupted and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Adobe determines, after conducting such audit, that Adobe Support Information Recipient is not substantially in compliance with its obligations to protect Adobe's proprietary rights, Adobe Support Information Recipient shall pay the costs of such audit. Otherwise, Adobe shall pay the costs of such audit. Such payment will not preclude Adobe from exercising any right which it may have under the Agreement. Adobe Support Information Recipient shall immediately correct any deficiencies discovered in the course of the audit. EXHIBIT N-2 Additional Secure Procedures for Handling Adobe Restricted Information

PROPRIETARY RIGHTS AUDIT. During the term of the Agreement and for a period of eighteen (18) months thereafter, an independent auditor selected by Adobe shall have access to such portion of EFI's records and premises to allow Adobe to determine whether EFI is substantially in compliance with this Exhibit J, and PARAGRAPH 8 ("Proprietary Rights and Legends") of the Agreement. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during EFI's regular business hours, (b) arranged so that, to the extent possible, EFI's regular business activities are minimally disrupted and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Adobe determines, after conducting such audit, that EFI is not substantially in compliance with its obligations to protect Adobe's proprietary rights, EFI shall pay the costs of such audit. Otherwise, Adobe shall pay the costs of such audit. Such payment will not preclude Adobe from exercising any right which it may have under the Agreement. EFI shall immediately correct any deficiencies discovered in the course of the audit. [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EFI INTERFACES The purpose of this Attachment J-1 is to specify an API for PostScript interpreter setup, execution and page delivery mechanisms. The idea is to clearly define the "current" interface used by EN in the Fiery SW. This will allow EFI to continue to develop front-end SW (Communications, Networking, Spooling, Job Dispatch) & Back-end (Page Delivery) without triggering the application of the restriction against Employment in any Clone Product Development set forth in PARAGRAPH 6(B) of EXHIBIT J. Interpreter Setup & Execution For simplicity EFI would like to maintain a "CPSI like" wrapper external to the clean room. EN would leave the CPSI computational model as is: CPSIlnitialize(init) CPSStartlnterpreter( configuration record, &interpreter) foreach (job) { foreach(buffer in job) CPSlExecutePostScript{ interpreter, Buffer, Length); } CPSIEndOfFile(Interpreter); } CPSlStoplnterpreter(Interpreter); CPSIFinalizeO; Data required for initialization of the Interpreter is available in the configuration record and includes all machine attributes (such as resolutions, Color Spaces, Engine ...

PROPRIETARY RIGHTS AUDIT. During the term of this Agreement and for a period of eighteen (18) months thereafter, Xerox may appoint an independent third party who shall have access to such portion of Sandia' records and premises to allow Xerox to determine whether Sandia is substantially in compliance with Paragraph 2.1.2 --------------- ("Protection of Xerox Source") of this Agreement (i.e. that Sandia is observing the agreed upon rules and procedures as to the protection and authorized use of the Xerox Source). In no event shall audits be made hereunder more frequently than every six (6) months. Such access shall be (a) during Sandia's regular business hours and with a minimum notification of 48 hours, (b) arranged so that, to the extent possible, Sandia's regular business activities are minimally disrupted and (c ) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. Xerox shall pay the costs of such audit. Sandia shall immediately correct any deficiencies discovered in the course of the audit.

Related to PROPRIETARY RIGHTS AUDIT

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 Notices Licensee agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials. Further, Licensee agrees that it will cause to appear on the container or label for each unit of the Licensee Products manufactured hereunder appropriate patent and copyright notices and proprietary data legends as contained in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials delivered by PalmSource or as otherwise reasonably required by PalmSource.
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, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Confidentiality; Proprietary Rights The Employee has executed and agrees to be bound by the provisions governing confidentiality, proprietary rights and non-competition contained in Exhibit C to this Agreement, which provisions will survive termination of this Agreement for any reason.
Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.
Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.
Proprietary Information and Inventions Employee understands and acknowledges that:

PROPRIETARY RIGHTS AUDIT Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to PROPRIETARY RIGHTS AUDIT