Proprietary Rights Confidential Information Sample Clauses

Proprietary Rights Confidential Information. Full copyright and title to the Software shall at all times remain with IXC. Customer agrees to (i) maintain in confidence any confidential information of IXC obtained by Customer during the term of this Agreement, and (ii) refrain from disclosing confidential information of IXC to anyone until that information shall be in the public domain.
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Proprietary Rights Confidential Information. (a) Licensee acknowledges that the Index is selected, coordinated, arranged and prepared by Licensor through the application of methods and standards of judgment used and developed through the expenditure of considerable work, time and money by Licensor. Licensee also acknowledges that the Indices and the Trademarks are the exclusive property of Licensor and its affiliates, that Licensor and its affiliates have and retain all proprietary rights therein (including, but not limited to service mark rights and copyrights) and that the Indices and their compilation and composition and changes therein are in the sole control and discretion of Licensor and its affiliates. (b) Licensor and its affiliates reserve all rights with respect to the Indices and the Trademarks except those expressly licensed to Licensee hereunder. (c) Each party shall treat as confidential and shall not disclose or transmit to any third party (i) any information which, subsequent to the date of this Agreement, is disclosed by either party or any of its representatives to the other party or any of its representatives in oral, visual, electronic, written or other tangible or intangible form, and whether or not marked, designated or otherwise designated as “confidential,” that a reasonable person would consider confidential or proprietary under the circumstances, and (ii) the terms of this Agreement (collectively, “Confidential Information”). Non-public information about the Indices, including pro forma Index rebalance information, is Confidential Information of the Products and may not be shared by the Licensor except with other licensees and third parties that may use such information to calculate the Indices. Confidential Information shall not include (i) any information that is or becomes available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is reasonably not known to the receiving party to be subject to a confidentiality agreement with regard to such information) or (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party. Notwithstanding the foregoing, the receiving party may reveal the providing party’s Confidential Information to any regulatory agency or court of competent jurisdiction if such information is requested by the regulator or required by law, regulatory agency or court order to be disclosed by a party, provided...
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Proprietary Rights Confidential Information. (a) Subrecipient agrees that the work products from the services provided to USEA under this Subagreement shall be owned by USEA. Nothing contained in this Article shall be construed as prohibiting Subrecipient from utilizing in any manner, knowledge and experience of a general nature acquired in the performance of services for USEA. All work performed under this Subagreement is the sole property of USEA. Any and all documents produced by Subrecipient shall so indicate and no copies may be distributed without written permission of the by the USEA Technical Representative or the Executive Director of USEA.
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Proprietary Rights Confidential Information. (a) Seller shall indemnify and defend Buyer against any claim of infringement (b) Seller grants to Buyer a nonexclusive, royalty free, irrevocable license to rebuild and have rebuilt the supplies or products purchased by Buyer under this purchase order. (c) Seller will neither assert nor transfer to another a right to assert against Buyer or customer thereof, any copyright of Seller that is applicable to any works of authorship furnished to Buyer in the course of Seller’s activity hereunder. (d) All technical information disclosed heretofore and hereafter by Seller to Buyer in connection with these products or services is disclosed on a non-confidential basis. (e) Seller may not refer to Buyer in any advertising or other public release without the written consent of Buyer. (f) This document and any material transmitted herewith including but not limited to drawings, schematics, or specifications may contain information proprietary to Buyer, its subsidiaries or affiliates, and such information is not to be used by the recipient for any purpose other than the purpose for which it was transmitted. The information shall be maintained in confidence and not disclosed to third parties without the written consent of the Buyer
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Proprietary Rights Confidential Information. (a) No Implied Conveyance of Proprietary Rights. The Product, Documentation, and any Work Product are the valuable, confidential, and proprietary property of GDI, its suppliers and licensors. GDI is not conveying any of its Intellectual Property Rights, except the limited rights specified in this Agreement. You must maintain and reproduce all copyright, trademark, patent, and other proprietary notices on the Product in the same form and manner as delivered by GDI.
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Proprietary Rights Confidential Information. (a) Seller shall indemnify and defend Buyer against any claim of infringement of any present of future patent, copyright, industrial design right, or other proprietary right that results from the sale or use of the supplies or products hereof (i) alone, (ii) in combination by reason of their content, design, or structure, or (iii) in combination in accordance with Seller’s recommendations, or, at Buyer’s option provide all reasonable assistance to Buyer in Buyer’s handling of such claims. Seller’s obligations shall apply even though Buyer furnishes all or any portion of the design and specifies all or any portion of the processing. (b) Seller grants to Buyer a nonexclusive, royalty free, irrevocable license to rebuild and have rebuilt the supplies or products purchased by Buyer under this purchase order. (c) Seller will neither assert nor transfer to another a right to assert against Buyer or customer thereof, any copyright of Seller that is applicable to any works of authorship furnished to Buyer in the course of Seller’s activity hereunder. (d) All technical information disclosed heretofore and hereafter by Seller to Buyer in connection with these products or services is disclosed on a non- confidential basis. (e) Seller may not refer to Buyer in any advertising or other public release without the written consent of Buyer. (f) This document and any material transmitted herewith including but not limited to drawings, schematics, or specifications may contain information proprietary to Buyer, its subsidiaries or affiliates, and such information is not to be used by the recipient for any purpose other than the purpose for which it was transmitted. The information shall be maintained in confidence and not disclosed to third parties without the written consent of the Buyer
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Proprietary Rights Confidential Information. 16.1. Member acknowledges and agrees that title to all intellectual property rights, including patent, trademark, copyright, and trade secret rights, in (and title to all copies of and all media bearing) the System and documentation are and shall remain with Carrier. Member agrees that it does not obtain any rights in the System or documentation by virtue of this Agreement. 16.2. As between Member and Carrier, Member shall retain title to all intellectual property rights, including patent trademark copyright, and trade secret rights (and title to all copies of and media bearing), and all ownership rights in and to Member’s Product and Interface Software, except to the extent that the Interface Software incorporates or contains any components of the System or the intellectual property of Carrier, which shall be deemed the Confidential Information of Carrier. 16.3. With respect to the System, documentation, literature and other Carrier-related materials, Member shall not copy, translate, disassemble or de-compile, nor create or attempt to create by reverse engineering or otherwise the source code from the object code, or to use such items to create derivative works, or for any other purpose other than those specifically contemplated by this Agreement, unless so authorized in writing by Carrier. All updates, replacements, revisions, enhancements, additions, or conversions to the Carrier items specified above shall be subject to the provisions stated herein. 16.4. With respect to Member’s Product and Interface Software, and Member’s documentation, literature and other Member-related materials, Carrier shall not copy, translate, disassemble or de-compile, nor create or attempt to create by reverse engineering the source code from the object code, or to use such items to create derivative works, or for any other purpose other than specifically contemplated by this Agreement, unless so authorized in writing by Member. All updates, replacements, revisions, enhancements, additions, or conversions to the Member items specified above shall be subject to the provisions stated herein. 16.5. The parties hereto acknowledge the high value of each other’s trademarks and service marks, wherever used or registered. Neither party shall acquire any rights in or to the marks of the other party except as provided in Section 4.10 above. 16.6. Member and Carrier shall maintain the confidentiality of the Confidential Information each receives. The receiving party shall not, without...
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Proprietary Rights Confidential Information. Any materials, goods, deliverables, work products, and/or services created, developed, or provided by Nourish Partners under the duration of this contract, including but not limited to reports, analyses, designs, concepts, and all related intellectual property, shall be the sole property of Nourish Partners. Nourish Partners retains all rights, title, and interest in and to such materials, goods, deliverables, work products, and/or services, and can and may utilize them during or after the termination of this contract at their own discretion. Nothing contained in this contract shall be construed as prohibiting Nourish Partners from utilizing in any manner, knowledge and experience of a general nature acquired in the performance of services for the Company.
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Proprietary Rights Confidential Information 
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Related to Proprietary Rights Confidential Information

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

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