Proprietary Rights Confidentiality Sample Clauses
Proprietary Rights Confidentiality. You acknowledge and agree that the Software is a proprietary product of Licensor, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Software and any derivatives thereof are and shall remain with Licensor. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software and Documentation, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereof (to the extent provided by Licensor) are and shall be owned solely by Licensor. This Agreement does not convey to you any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Licensor's intellectual property rights under any law. You will maintain all copies of the Software and all related Documentation in confidence, and in a manner that the Software and all related Documentation are not publicly accessible, and that only those that need access to the Software shall be able to access it. Any information provided to you by Licensor in connection with the Software or other Licensor products shall be deemed confidential and maintained by you in confidence.
Proprietary Rights Confidentiality. 6.1 Licensee acknowledges that Modified human K562 cells may contain Confidential Information of ACCELERATE or ACCELERATE’s Affiliates and Licensee shall treat in confidence any information relating to the Modified human K562 cells or Modifications save for information that is in the public domain through no fault of their obligations herein.
Proprietary Rights Confidentiality. 3.1 User acknowledges that the Software and the related documentation, embody valuable confidential and proprietary information of TTG, the development of which required the expenditure of considerable time and money by TTG, and are protected by United States copyright law and international treaty. User shall treat such information so received in confidence and shall not use, copy, disclose, nor permit any of its personnel (excepting those employees with a “need to know”) to use, copy, or disclose the same, or the existence of same, for any purpose that is not specifically authorized under this Agreement. By virtue of this Agreement, User acquires only the non-exclusive right as described above to receive the services provided by TTG through the use of its proprietary Software and related documentation, and does not acquire any rights of ownership in such materials. TTG, or its licensor, at all times retain all right, title and interest in the Software, related documentation, and, subject to Section 2.5 above, any derivatives thereof.
3.2 TTG acknowledges and agrees that User Data is, or will be and remain, the exclusive property of User and shall be deemed valuable confidential and proprietary information of User. TTG hereby waives any interest, title, lien or right to any such data. All User Data shall be used by TTG only as necessary to perform its obligations hereunder. In no event shall User Data be (i) disclosed, sold, assigned, leased, or otherwise provided to any party other than User, or (ii) commercially exploited by or on behalf of TTG, its affiliates, employees, subcontractors or agents. Upon expiration or termination of this Agreement for any reason or upon request by User, all User Data shall be returned to User in the media and form requested by User, and TTG shall erase or destroy all User Data remaining in TTG’s possession or control.
3.3 User recognizes and acknowledges that any unauthorized use or disclosure of the Software by User may cause TTG irreparable damage for which other remedies may be inadequate, and User hereby acknowledges as proper any request to a court of competent jurisdiction by TTG for injunctive or other equitable relief seeking to restrain such unauthorized use or disclosure.
3.4 TTG and User acknowledge that as a result of the performance of their respective responsibilities under this Agreement, User will obtain access to confidential and proprietary information of TTG and TTG will obtain access to confidential and...
Proprietary Rights Confidentiality. The GSA Customer acknowledges and agrees that the Software is a proprietary product of Licensor, protected under copyright laws and international treaties. The GSA Customer further acknowledges and agrees that all right, title and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereof (to the extent provided by Licensor) are and shall be owned solely by Licensor. This Agreement does not convey to the GSA Customer any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the Federal Acquisition Regulation (the “FAR”), the GSA Schedule Contract and/or any applicable GSA Customer Purchase Orders. The GSA Customer will maintain all copies of the Software and all related documentation in confidence, and in a manner that the Software and all related documentation are not publicly accessible, and that only those that need access to Software shall be able to access it. When the end user is an instrumentality of the U.S. Government, neither this ▇▇▇▇ nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary, the GSA Customer may retain such Confidential Information as required by law, regulation or its bonafide document retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement. Licensor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.
Proprietary Rights Confidentiality. 5.1 The Telephone Company agrees that the Licensee will own the copyright to, and all rights in and to: (i) the directories and other products published or produced by Licensee; (ii) any enhancements and modifications Licensee makes to the Listing Information; (iii) any data Licensee appends to the Listing Information (provided that Licensee shall not have or obtain any proprietary rights in the Listing Information).
5.2 Licensee will not permit anyone other than its duly authorized employees and agents to inspect or use the Listing Information. Licensee agrees to use commercially reasonable security measures to prevent bulk copying or downloading of the Listing Information by unauthorized third parties and to prevent any other unauthorized use of the Listing Information. Any unauthorized use or disclosure of the Listing Information by Licensee shall be deemed to be a material violation of the Agreement.
5.3 Licensee will adhere to all legal requirements with respect to the privacy and security of the Listing Information. Licensee shall also adhere to all regulatory requirements with respect to the privacy and security of the Listing Information of which the Telephone Company has given Licensee written notice. Licensee further agrees to remove from its compilation and not publish in any future directories any such listings which Licensee has been advised is, or has become, Listing Information for a Non-Listed Subscriber in the records of the Telephone Company.
Proprietary Rights Confidentiality. (i) The Executive agrees that the products of the Company and its subsidiaries shall constitute the exclusive property of the Company and its subsidiaries. The Executive hereby assigns to the Company and its subsidiaries all of the Executive's right, title and interest, if any, pertaining to the products developed or improved upon by the Executive while employed by the Company, including any patent, trademark, trade name, copyright or other right that may pertain thereto. As used herein, "products" shall include prospective products under development during the Executive's employment with the Company.
Proprietary Rights Confidentiality. ATIMS and its Licensors own all right, title and interest (including but not limited to all copyrights, patents, trademarks, trade names, trade secrets and other proprietary rights) in and to the Licensed Software and all components, reproductions, modifications or derivative works thereof, in whole or in part. ATIMS may utilize all ideas, suggestions, feedback, improvements, data, reports or the like that Licensee provides to ATIMS with respect to the Licensed Software without any obligation to Licensee. Licensee shall not publish any results of any benchmark tests run on the Licensed Software or any portion thereof. Although copyrighted, the Licensed Software is unpublished and contains proprietary and confidential information of ATIMS and its Licensors. Licensee agrees to maintain the Licensed Software in confidence and to use its reasonable best efforts to protect the confidentiality of the Licensed Software. Licensee acknowledges and agrees that any violation by it, its Users, employees, agents or contractors of the provisions or covenants of this Agreement contained in Sections 2 (License), 6 (Proprietary Rights; Confidentiality), or 9 (U.S. Government Restricted Rights) will cause immediate and irreparable harm to ATIMS for which money damages will not constitute an adequate remedy. Therefore, Licensee agrees that, in the event of a breach or threatened breach of said provisions or covenants, ATIMS shall be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law or in equity, without having to prove actual damages or to post a bond.
Proprietary Rights Confidentiality. The logo, product names, Solution, copies of Solution, manuals, documentation, support materials and Trademarks are patented, copyrighted, trademarked, or owned by LICENSOR and its affiliates as trade secrets and/or proprietary information. LICENSOR retains exclusive ownership of the Solution and its copies, the intellectual property in any of the Solution and its copies, and of the printed materials. All rights not expressly granted to the End-User hereunder are reserved by LICENSOR and its affiliates. The Solution is confidential and proprietary to LICENSOR. End-User shall hold the Solution in strict confidence. End-User shall not sell, publish, disclose, display, reverse-engineer or otherwise make available in whole or in part, the Solution,
Proprietary Rights Confidentiality. UNF recognizes and agrees that the Software is the property of Vendor and that title and full ownership rights in the Software is reserved to and remains with Vendor. UNF agrees not to distribute, sell, or otherwise transfer the Software or any portion thereof to any third parties. UNF further agrees not to remove from view any
Proprietary Rights Confidentiality. (a) Customer agrees that (i) Customer has no right, title or interest in the Hardware or Software except as expressly set forth in this Agreement, (ii) the Hardware, including its operating system, and the Software contain proprietary information and trade secrets of ITG and/or third parties (the "ITG Proprietary Information") and (iii) Customer shall not publish, disclose, or otherwise make available any of the ITG Proprietary Information to any person other than its employees authorized to use the ITG Proprietary Information. Customer shall advise each authorized employee as to the confidential nature of the ITG Proprietary Information and the restrictions placed upon its use and disclosure, and does hereby agree to indemnify ITG against any loss, damage and expense due to any disclosure of confidential material by any employee or agent of Customer. Customer agrees to notify ITG immediately should it become aware of the unauthorized possession or use of the ITG Proprietary Information or any portion thereof by any person not authorized by this Agreement to such possession or use. Customer agrees to promptly furnish full details of such possession or use to ITG, and to cooperate with ITG in any litigation against third parties deemed necessary by ITG to protect ITG's proprietary rights.
