PROTECTION OF LICENSED SOFTWARE Sample Clauses

PROTECTION OF LICENSED SOFTWARE. The Software is acknowledged by LICENSEE to include confidential and proprietary information and trade secrets of the Software Owners in which LICENSEE has no rights other than as granted by this Agreement. LICENSEE acknowledges that unauthorized copying or disclosure of the Software will cause irreparable injury to the Software Owners and that the Software Owners shall be entitled to, among other things, enjoin such activities. LICENSEE agrees not to provide or otherwise make available any Software in any form without LICENSOR's prior written consent. LICENSEE agrees that the Software is being licensed hereunder for LICENSEE's internal use and that LICENSEE may not make the Software available to third parties in connection with any form of time-sharing service. LICENSEE agrees not to create source code for the Software nor to translate the Software into any other computer or natural language, nor to attempt to do so or provide assistance to others to do so. LICENSEE further agrees to take appropriate action to satisfy its obligations hereunder with respect to use, copying , modification and protection of the Software by suitable instructions to its employees or other persons who are permitted access to the Software, or to any documentation describing or disclosing the same. LICENSEE shall have no liability under this paragraph 5 for disclosure of information supplied by LICENSOR if and to the extent that: (a) LICENSEE establishes that the information was already known to LICENSEE, without obligation to keep it confidential, at the time of its receipt from LICENSOR, as disclosure, (b) LICENSEE establishes that the information was received by LICENSEE in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential, or (c) LICENSEE establishes that the information was publicly known at the time of its receipt by LICENSEE from LICENSOR or has become publicly known other than by a breach of the Agreement or other action by LICENSEE.
AutoNDA by SimpleDocs
PROTECTION OF LICENSED SOFTWARE. CrossWorlds agrees to secure and ------------------------------- protect the Licensed Software using measures that are at least equal to the standard of performance used by CrossWorlds to safeguard its own software products of a similar nature, but in no event less than reasonable care. CrossWorlds shall not disable any use limitation or copy protection features of any Licensed Software under this Agreement without the prior written consent of an officer of Cyclone.
PROTECTION OF LICENSED SOFTWARE. Distributor shall endeavor to keep the Licensed Software in a secure place under access and use restrictions reasonably adequate to ensure compliance with all of the terms of this Agreement relating to Distributor's use of the Software and to prevent copying thereof.
PROTECTION OF LICENSED SOFTWARE. 9.1 During the term of a Licence, EDS will treat the Licensed Software and Documentation with the same degree of care and confidentiality which EDS provides for similar information belonging to EDS which EDS does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to Licensed Software and Documentation, or any portion thereof, which is (i) already known by EDS without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorised act of EDS, (iii) rightfully received from a third party without obligation of confidentiality, (iv) disclosed without similar restrictions by Supplier to a third party, (v) approved by Supplier for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as EDS provides Supplier with timely prior written notice of such requirement. 9.2 In relation to each Licence granted under this Agreement, it will not be a violation of this Agreement if EDS provides access to and the Use of the Licensed Software or Documentation to third parties providing services to EDS on the same EDS customer engagement for which the Licence has been granted, so long as EDS secures execution by such third parties of a confidentiality agreement as would normally be required by EDS.
PROTECTION OF LICENSED SOFTWARE. 1. LICENSEE acknowledges that the Licensed Software contains proprietary trade secrets. The existence of any copyright notice shall not be considered as an admission that the Licensed Software has been published. 2. LICENSEE shall take all reasonable measures to safeguard the Licensed Software from unauthorized use or disclosure and, in any event, LICENSEE shall provide at least the same degree of care as exercised towards LICENSEE’s own confidential information. 3. LICENSEE shall not disclose, provide or otherwise make available the Licensed Software in any form to any person, firm, corporation or other entity except to individuals who are using them for LICENSEE’s In-house purposes.
PROTECTION OF LICENSED SOFTWARE. The extent of authorization depends on the ownership or Proof of Authorization for the Software. Usage of the Software for any other purpose not explicitly covered by this License Agreement or granted by the Proof of Authorization is not permitted and requires the written prior permission from BoonEx Pty Ltd. Except as otherwise expressly permitted in this Agreement, or in another agreement with BoonEx Pty Ltd to which Licensee is a party, Licensee may not redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to the Licensed Software. Licensee shall not remove or alter the Licensor headers from the Licensed Software. Any attempt to take any such actions is void, and will automatically terminate your rights under this License.
PROTECTION OF LICENSED SOFTWARE. The Licensed Software is a product proprietary to Cerner based upon and containing trade secrets and other confidential information. Client will protect the Licensed Software with security measures adequate to prevent disclosures and uses of the Licensed Software that are not expressly permitted under this Agreement. At a minimum, Client will: A. Retain in strict confidence and not disclose or otherwise make available the Licensed Software to anyone except Client's employees, consultants or customers with a need to know in order to carry out Client's permitted use of the Licensed Software. Client shall inform all outside consultants that all information shared with them concerning the System is confidential and should not be disclosed or used except as necessary to carry on business with Client; provided that each such person has first entered into a written agreement containing restrictions at least as protective of the System as this Agreement. B. Prior to complying, notify Cerner if Client determines that the law or an order of a court or other government agency requires a non-permitted disclosure or use of the Licensed Software. C. Maintain written records of the number and location of all copies of the Licensed Software and reproduce (and refrain from removing or destroying) all copyright and proprietary rights notices that are placed upon or within the Licensed Software. X. Xxxxx to disposing of media, erase all portions of the Licensed Software contained on such media. E. Notify Cerner promptly in writing upon learning of any unauthorized disclosure or use of the Licensed Software, and cooperate fully and promptly with Cerner to cure any unauthorized disclosure or use of the Licensed Software.
AutoNDA by SimpleDocs
PROTECTION OF LICENSED SOFTWARE. 2.5 (Pass Through Provisions); 7.1 (Terms for Payment); 7.2 (Taxes), 7.3 (Cerner Reimbursable Expenses), but only with respect to payments, taxes and expenses accruing or incurred prior to termination; 8.1 (
PROTECTION OF LICENSED SOFTWARE 

Related to PROTECTION OF LICENSED SOFTWARE

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer.

  • Use of Software Any software that is available on the Services ("Software") is the copyrighted work of Red Hat and/or its licensors. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by law. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. You may not download any Software until you have read and accepted the terms of the accompanying software license. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, RED HAT, ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

  • Grant of License to Use Intellectual Property Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!