Common use of Protection of Proprietary Information Clause in Contracts

Protection of Proprietary Information. Dental Group recognizes that ------------------------------------- due to the nature of this Agreement, Dental Group will have access to trade secrets and other confidential information of a proprietary nature owned by Manager ("Proprietary Information"). "Proprietary Information" includes all information and any idea which a reasonable person would believe is confidential, in whatever form, tangible or intangible, pertaining in any manner to the business of Manager or any subsidiary or affiliate of Manager, unless (i) the information is or becomes publicly known through lawful means, (ii) the information was rightfully in Dental Group's possession or part of its general knowledge prior to the Effective Date or (iii) the information is subsequently disclosed to Dental Group by a third party without breach of this Agreement and without restriction on its use. Proprietary Information includes, but is not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by or for the operation of facilities managed by Manager. Dental Group acknowledges and agrees that Manager has a proprietary interest in all such Proprietary Information and that all such information constitutes confidential and proprietary information and is the trade secret property of Manager. Dental Group hereby waives any and all right, title and interest in and to such Proprietary Information and agrees to return all copies thereof and Proprietary Information related thereto to Manager, at Dental Group's expense, upon the termination of this Agreement. Dental Group further acknowledges and agrees that Manager is entitled to prevent its competitors from obtaining and utilizing its Proprietary Information. Therefore, Dental Group agrees to hold Manager's Proprietary Information in strictest confidence and not to disclose it or allow it to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Manager or Dental Group, without the prior written consent of Manager. Dental Group shall not, either during the term of this Agreement, or at any time after the expiration or earlier termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Manager or Dental Group any Proprietary Information obtained by Dental Group from Manager, except as otherwise required by law.

Appears in 4 contracts

Samples: Management Agreement (Gentle Dental Service Corp), Management Agreement (Gentle Dental Service Corp), Dental Group Management Agreement (Gentle Dental Service Corp)

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Protection of Proprietary Information. Dental Group recognizes that ------------------------------------- due to the nature of this Agreement, Dental Group will have access to trade secrets and other confidential information of a proprietary nature owned by Manager ("Proprietary Information"). "Proprietary Information" includes all information and any idea which a reasonable person would believe is confidential, in whatever form, tangible or intangible, pertaining in any manner to the business of Manager or any subsidiary or affiliate of Manager, unless (ia) the information is or becomes publicly known through lawful means, (iib) the information was rightfully in Dental Group's possession or part of its general knowledge prior to the Effective Date or (iiic) the information is subsequently disclosed to Dental Group by a third party without breach of this Agreement and without restriction on its use. Proprietary Information includes, but is not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by or for the operation of facilities managed by Manager. Dental Group acknowledges and agrees that Manager has a proprietary interest in all such Proprietary Information and that all such information constitutes confidential and proprietary information and is the trade secret property of Manager. Dental Group hereby waives any and all right, title and interest in and to such Proprietary Information and agrees to return all copies thereof and Proprietary Information related thereto to Manager, at Dental Group's expense, upon the termination of this Agreement. Dental Group further acknowledges and agrees that Manager is entitled to prevent its competitors from obtaining and utilizing its Proprietary Information. Therefore, Dental Group agrees to hold Manager's Proprietary Information in strictest confidence and not to disclose it or allow it to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Manager or Dental Group, without the prior written consent of Manager. Dental Group shall not, either during the term of this Agreement, or at any time after the expiration or earlier termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Manager or Dental Group any Proprietary Information obtained by Dental Group from Manager, except as otherwise required by law.

Appears in 2 contracts

Samples: Dental Group Management Agreement (Gentle Dental Service Corp), Dental Group Management Agreement (Gentle Dental Service Corp)

Protection of Proprietary Information. Dental Group recognizes ------------------------------------ that ------------------------------------- due to the nature of this Agreement, Dental Group will have access to trade secrets and other confidential information of a proprietary nature owned by Manager ("Proprietary Information"). "Proprietary Information" includes all information and any idea which a reasonable person would believe is confidential, in whatever form, tangible or intangible, pertaining in any manner to the business of Manager or any subsidiary or affiliate of Manager, unless (ia) the information is or becomes publicly known through lawful means, (iib) the information was rightfully in Dental Group's possession or part of its general knowledge prior to the Effective Date or (iiic) the information is subsequently disclosed to Dental Group by a third party without breach of this Agreement and without restriction on its use. Proprietary Information includes, but is not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by or for the operation of facilities managed by Manager. Dental Group acknowledges and agrees that Manager has a proprietary interest in all such Proprietary Information and that all such information constitutes confidential and proprietary information and is the trade secret property of Manager. Dental Group hereby waives any and all right, title and interest in and to such Proprietary Information and agrees to return all copies thereof and Proprietary Information related thereto to Manager, at Dental Group's expense, upon the termination of this Agreement. Dental Group further acknowledges and agrees that Manager is entitled to prevent its competitors from obtaining and utilizing its Proprietary Information. Therefore, Dental Group agrees to hold Manager's Proprietary Information in strictest confidence and not to disclose it or allow it to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Manager or Dental Group, without the prior written consent of Manager. Dental Group shall not, either during the term of this Agreement, or at any time after the expiration or earlier termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Manager or Dental Group any Proprietary Information obtained by Dental Group from Manager, except as otherwise required by law.

Appears in 2 contracts

Samples: Dental Group Management Agreement (Gentle Dental Service Corp), Dental Group Management Agreement (Gentle Dental Service Corp)

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Protection of Proprietary Information. Dental Group recognizes ------------------------------------- that ------------------------------------- due to the nature of this Agreement, Dental Group will have access to trade secrets and other confidential information of a proprietary nature owned by Manager ("Proprietary Information"). "Proprietary Information" includes all information and any idea which a reasonable person would believe is confidential, in whatever form, tangible or intangible, pertaining in any manner to the business of Manager or any subsidiary or affiliate of Manager, unless (ia) the information is or becomes publicly known through lawful means, (iib) the information was rightfully in Dental Group's possession or part of its general knowledge prior to the Effective Date or (iiic) the information is subsequently disclosed to Dental Group by a third party without breach of this Agreement and without restriction on its use. Proprietary Information includes, but is not limited to, any and all computer programs (whether or not nor completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by or for the operation of facilities managed by Manager. Dental Group acknowledges and agrees that Manager has a proprietary interest in all such Proprietary Information and that all such information constitutes confidential and proprietary information and is the trade secret property of Manager. Dental Group hereby waives any and all right, title and interest in and to such Proprietary Information and agrees to return all copies thereof and Proprietary Information related thereto to Manager, at Dental Group's expense, upon the termination of this Agreement. Dental Group further acknowledges and agrees that Manager is entitled to prevent its competitors from obtaining and utilizing its Proprietary Information. Therefore, Dental Group agrees to hold Manager's Proprietary Information in strictest confidence and not to disclose it or allow it to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Manager or Dental Group, without the prior written consent of Manager. Dental Group shall not, either during the term of this Agreement, or at any time after the expiration or earlier termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Manager or Dental Group any Proprietary Information obtained by Dental Group from Manager, except as otherwise required by law.

Appears in 2 contracts

Samples: Dental Group Management Agreement (Gentle Dental Service Corp), Dental Group Management Agreement (Gentle Dental Service Corp)

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