Common use of Protection of Proprietary Information Clause in Contracts

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary Information. 9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third partyThird Party, without the prior written approval of PVI, any Proprietary Informationinformation. 9.2 All sales of the Services services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To to the extent any such Proprietary Information property is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principlesprincipals, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or to otherwise alter the Services for any purpose Purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Informationconfidential. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally rightly obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI PVI's or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge knowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 (a) The Master Distributor Contractor shall train and inform its employees of Subpart 9.5 of the FAR and this contract clause, and shall execute a Contractor-Employee Personal Financial Interest/Protection of Sensitive Information Agreement as appropriate. (b) The Contactor agrees that it will use all reasonable diligence in protecting proprietary data received by it. The Contractor further agrees it will not willfully disclose proprietary data to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, unauthorized parties without the prior written approval of PVI, any Proprietary Information. 9.2 All sales permission of the Services (inclusive of license of the Licensed Software) to Dealers Government, and Agents are of the material and tangible Services only. These salesthat proprietary data shall not be duplicated, howeverused or disclosed, do not include the sale of Services design (and source and/ in whole or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributorpart, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoeverother than to accomplish the contracted effort. This restriction does not limit the contractors right to use, duplicate or disclose such information if such information was lawfully obtained by the contractor from other sources. 9.3 With respect (c) The Contractor agrees to enter into written agreements with all companies whose proprietary data it shall have access to and protect such data from unauthorized use or disclosure as long as it remains proprietary. The Contractor shall furnish to the Proprietary Information relating KO copies of these written agreements within 30 days. The Contractor agrees to protect the proprietary data and rights of other organizations disclosed to the Master Distributor's business Contractor during performance of this contract with the same caution that a reasonably prudent Contractor would use to safeguard highly valuable property. The Contractor shall not use proprietary information for any purpose other than that for which is made available to PVI it was furnished. (d) The Contractor shall not distribute reports, data or information of any nature arising from its performance under this contract, except as provided by this contract or as may be directed by the Master Distributor KO. (e) Government Representatives shall have access to allow PVI the Contractor’s premises and the right to perform its obligations under this Agreementinspect all pertinent books and records in order to ensure that the contractor is in compliance with FAR 9.5. (f) The Contractor agrees that if after award it discovers a potential organizational conflict of interest, PVI will instruct its personnel a prompt and full disclosure shall be made in writing to keep the KO. This disclosure shall include a description of the actions the Contractor has taken or proposes to take, to avoid or mitigate such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope conflicts. (g) The Government may waive application of this Agreement, or clause when it is legally obtained form third parties. In addition, PVI shall not determined to be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during in the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations best interest of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assignsGovernment to do so. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 3.1 The Master Distributor SOFTWARE, including any enhancement thereof or other modification thereto and information therein, shall be considered “Proprietary Information” of LICENSOR and shall remain the exclusive property of LICENSOR. Except as authorized in writing by LICENSOR beforehand, the LICENSEE shall take all necessary precautions as are reasonable to ensure that neither it nor any of its employees, agents or representatives disclose any Proprietary Information other than to employees, agents or representatives of the LICENSEE who have a need to know within the context of the AGREEMENT or use any Proprietary Information, except in connection with use of the Hardware by the LICENSEE for the purposes contemplated hereunder and in the AGREEMENT. LICENSOR reserves the right to protect against the unauthorized disclosure of various components of the SOFTWARE by encasing the same in sub-systems of the Hardware. The LICENSEE agrees to maintain in confidence and not to copy, reproduce, distribute, disclose such components of the SOFTWARE or disclose provide access to the content of such sub systems (i.e. microcodes for example) to any third party, without party except to the prior written approval of PVI, any Proprietary Information. 9.2 All sales extent that such access is necessary for the installation and day-to-day operation of the Services (inclusive Hardware or except as authorized by LICENSOR. The LICENSEE agrees to comply with such further reasonable requests of license of the Licensed Software) LICENSOR in order to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such ensure that LICENSOR’s Proprietary Information is made available not disclosed. 3.2 The LICENSEE acknowledges that LICENSOR considers that the SOFTWARE contains copyright material and trade secrets and accordingly the LICENSEE is responsible for taking appropriate action to satisfy the following for the protection and security of the SOFTWARE : • not distributing nor consenting to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (distribution of any kind relatedof the SOFTWARE without LICENSOR’s written consent, • not allowing access by any third party to any SOFTWARE or database provided by LICENSOR to the LICENSEE hereunder. • maintaining records of the number of all copies of the SOFTWARE. Morpho® AFIS users world-wide SAGEM SA, a French corporation having its registered office at 6 avenue d’Xxxx, 00000 Xxxxx, Xxxxxx, represented by Mr. Xxxx-Xxxx JAINSKY, Managing Director, Security of the Defense and Security Division, (hereinafter referred to as « SAGEM »), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive reliefXXXXXXX BIOMETRIC SYSTEMS, a decree for specific performanceGerman corporation having its registered office at Xxxxxxxxxxx Xxxxxxx 000-000, and/or other equitable relief in the event of any breach00000 Xxxx, or threatened breach Xxxxxxx, represented by the other of its obligations or promises under this Section 9Xx. Xxxxx XXXXXXXX, in addition President, (hereinafter referred to any other rights or remedies which it may possess (including monetary damages, if appropriateas « HBS »).,

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary InformationInforination. 9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary Information. 9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or and/or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care cam and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third partyThird Party, without the prior written approval of PVI, any Proprietary Informationinformation. 9.2 All sales of the Services services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or and/or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information property is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principlesprincipals, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-reverse- engineer (de-compile) or to otherwise alter the Services for any purpose Purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Informationconfidential. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally rightly obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI PVI's or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge knowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary Information. 9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-de- compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor. 9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).

Protection of Proprietary Information. 9.1 The Master Distributor Agent agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary Information. 9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents Service are of the material and tangible Services only. These sales, however, sales do not include the sale of Services design (and or source and/ or and/or object codes pertaining to the Licensed Software) PVI's software, which are Proprietary proprietary to PVI. To the extent any such Proprietary Information is made available to the Master DistributorAgent, it is done on a confidential basis. The Master Distributor Agent will neither disclose circuitry design details nor principles, nor software codes (of any kind related)related to the Services, nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever. 9.3 With respect to the Proprietary Information relating to the Master DistributorAgent's business which is made available to PVI by the Master Distributor Agent to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master DistributorAgent's personnel, unless otherwise mutually agreed to by PVI and Master DistributorAgent. 9.4 The obligations of the Parties parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns. 9.5 The Parties parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party party shall be entitled to injunctive relief, a decree for specific performance, and/or other equitable relief in the event of any breach, or threatened breach by the other of its obligations or promises under this Section 9, in addition to any other rights or remedies which it may possess (including monetary damages, if appropriate).