Protection of Trade Secrets and Confidential Information. Except as required by law, Purchaser shall not disclose any of the terms or conditions of an accepted order, including without limitation, pricing information, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information, or data, whether written, oral, or otherwise, furnished by or on behalf of a party shall remain the property of such party, and shall be returned (together with all copies) promptly upon the disclosing party's request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by the other party, except as required in the course of performance hereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating hereto. Each party's obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however, that each party’s obligations of confidentiality hereunder with respect to any such items of information which qualify for trade secret protection under applicable law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by the receiving party; (ii) in the public domain through no wrongful act of the receiving party; or (iii) received by the receiving party from a third party who was free to disclose such information. The parties acknowledge that the rights of a disclosing party hereunder are in addition to those rights such party may have under common law or applicable statutes for the protection of trade secrets. Upon demand by the disclosing party, the receiving party shall immediately return all information subject to this section to the disclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth herein.
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale
Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including without limitation, pricing informationprice terms, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information, information or data, whether written, oral, oral or otherwise, furnished by or on behalf of a party Seller shall remain the property of such partySeller, whether paid for by Purchaser or not, and shall be returned (together with all copies) promptly upon the disclosing party's Seller’s request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by the other partyPurchaser, except as required in the course of performance hereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating heretohereunder. Each party's Purchaser’s obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however, however that each partyPurchaser’s obligations of confidentiality hereunder with respect to any such items of information which qualify for rise to the level of a trade secret protection (as defined under applicable law law) shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by the receiving partyPurchaser; (ii) in the public domain through no wrongful act of the receiving partyPurchaser; or (iii) received by the receiving party Purchaser from a third party who was free to disclose such information. The parties acknowledge that the rights of a disclosing party Seller hereunder are in addition to those rights such party Seller may have under common law or applicable statutes for the protection of trade secrets. Upon demand by the disclosing partySeller, the receiving party Purchaser shall immediately return all information subject to this section Section 8 to the disclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth hereinSeller.
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale
Protection of Trade Secrets and Confidential Information. Except as required by law, Purchaser shall not disclose any of the terms or conditions of an accepted order, including without limitation, pricing information, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information, or data, whether written, oral, or otherwise, furnished by or on behalf of a party Seller shall remain the property of such partySeller, whether paid for by Purchaser or not, and shall be returned (together with all copies) promptly upon the disclosing party's Seller’s request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by the other partyPurchaser, except as required in the course of performance hereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating heretohereunder. Each party's Purchaser’s obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however, that each partyPurchaser’s obligations of confidentiality hereunder with respect to any such items of information which qualify for trade secret protection under applicable law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by the receiving partyPurchaser; (ii) in the public domain through no wrongful act of the receiving partyPurchaser; or (iii) received by the receiving party Purchaser from a third party who was free to disclose such information. The parties acknowledge that the rights of a disclosing party Seller hereunder are in addition to those rights such party Seller may have under common law or applicable statutes for the protection of trade secrets. Upon demand by the disclosing partySeller, the receiving party Purchaser shall immediately return all information subject to this section to the disclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth hereinSeller.
Appears in 1 contract
Samples: Master Terms and Conditions of Sale
Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including without limitation, pricing informationprice terms, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information, information or data, whether written, oral, oral or otherwise, furnished by or on behalf of a party Seller shall remain the property of such partySeller, whether paid for by Purchaser or not, and shall be returned (together with all copies) promptly upon the disclosing party's Seller’s request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by the other partyXxxxxxxxx, except as required in the course of performance hereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating heretohereunder. Each party's Purchaser’s obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however, however that each partyPurchaser’s obligations of confidentiality hereunder with respect to any such items of information which qualify for rise to the level of a trade secret protection (as defined under applicable law law) shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by the receiving partyPurchaser; (ii) in the public domain through no wrongful act of the receiving partyPurchaser; or (iii) received by the receiving party Purchaser from a third party who was free to disclose such information. The parties acknowledge that the rights of a disclosing party Seller hereunder are in addition to those rights such party Seller may have under common law or applicable statutes for the protection of trade secrets. Upon demand by the disclosing partyXxxxxx, the receiving party Purchaser shall immediately return all information subject to this section Section 8 to the disclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth hereinSeller.
Appears in 1 contract
Samples: Terms and Conditions of Sale