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. 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. 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. (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. 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. 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 XXXX 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. (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.
Proprietary Rights Confidentiality. (a) The Licensee expressly acknowledges and agrees that the Index is selected, compiled, coordinated, arranged and prepared by the Licensor through the application of methods and standards of judgment used and developed through the expenditure of considerable work, time and money by the Licensor.
(b) Without limiting the Licensee’s obligations under Section 8(a) above, the parties understand and agree that in the performance of this Agreement each party may have access to Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” shall mean information or data (i) that is labeled or identified clearly as confidential by the disclosing party; or (ii) in respect of which the receiving party has received from the disclosing party specific written notice of its proprietary and confidential nature, either prior to or concurrently with the disclosure; or (iii) that would reasonably be perceived to be confidential based on its nature and the method of disclosure. For the avoidance of doubt, Confidential Index Data shall constitute Confidential Information of the Licensor. Neither party shall disclose, directly or indirectly, in whole or in part, to any third person or entity, any Confidential Information which it receives from the other party, except that any such information may be disclosed to a party’s employees, agents, contractors or advisors: (y) to the extent that party reasonably determines such disclosure to be necessary for the performance of such party’s obligation hereunder; and (z) provided that the receiving party is under obligations of confidentiality. Neither party shall use the Confidential Information of the other party for its own benefit, nor copy or reproduce such Confidential Information, except as reasonably necessary to perform its obligations under this Agreement. Each party shall use the same degree of care in safeguarding the Confidential Information of the disclosing party as it uses for its own confidential and proprietary information of a similar nature, but not less than a reasonable degree of care.
Proprietary Rights Confidentiality. 1. 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 for the businesses that are being conducted or developed by the Company or any of its subsidiaries while employed by the Company, including any patent, trademark, trade name, copyright or other right that may pertain thereto. As used herein, “product” shall include prospective products under development during the Executive’s employment with the Company.
2. For the avoidance of doubt, all trademarks, trade names, service marks, designs, utility models, copyrights, know-how and confidential information, applications for registration of any of the foregoing and the right to apply for them in any part of the world (whether any of the foregoing shall be registered or unregistered) created or discovered or participated in by the Executive during the course of his employment with the Company or under the instructions of the Company for the businesses that are being conducted or developed by the Company or any of its subsidiaries shall be the absolute property of the Company.
3. The Executive recognizes and acknowledges that, by reason of his employment with the Company, he may have acquired, and will acquire, information of a proprietary, confidential, or secret nature regarding the Company and its subsidiaries and their respective businesses and operations, including but not limited to, information concerning trade secrets, know-how software, data processing systems, inventions, designs, processes, formulae, notations, improvements, financial information, business plans, prospects, referral sources, lists of suppliers and customers and other information with respect to the affairs, business, customers, agents or other business relationships of the Company and its subsidiaries (the “Confidential Information”). The Executive shall hold in a fiduciary capacity for the benefit of the Company, all Confidential Information relating to the Company and any of its subsidiaries and their respective businesses, which shall have been obtained by the Executive during his employment by the Company. The Executive agrees that he will not, during, or after, his employment with the Company, use or disclose the Confidential Information, ...
Proprietary Rights Confidentiality. 11.1 All Confidential Information furnished to Seller for the purposes of this Agreement and all its’ property rights remain the property of Subaru of New Zealand. It shall be treated by Seller as confidential and it will not in whole or in part be used, communicated, copied, disclosed, sold or reproduced for any purpose whatsoever, except in the performance of the Agreement, or with the express written permission of Subaru of New Zealand.
11.2 On completion, cancellation or termination of the Agreement, or at any time if Subaru of New Zealand so requests in writing, Seller shall immediately return to Subaru of New Zealand all documents supplied by Subaru of New Zealand to Seller for purposes of the performance of the Agreement.
