Scope of Proprietary Information Sample Clauses

Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to these Terms and Conditions, HEALTHeLINK and Participants may come into possession of certain proprietary information of the other. For the purposes hereof, “Proprietary Information” means all trade secrets, business plans, marketing plans, know-how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements of HEALTHeLINK and the Participant, whether written or verbal, that are confidential in nature; provided, however, that Proprietary Information shall not include any information that: (a) is in the public domain; (b) is already known or obtained by any other party other than in the course of the other party’s performance pursuant to the Participation Agreement or these Terms and Conditions; (c) is independently developed by any other party; and/or (d) becomes known from an independent source having the right to disclose such information and without similar restrictions as to disclosure and use and without breach of the Participation Agreement or these Terms and Conditions, or any other confidentiality or nondisclosure agreement by such other party.
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Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to this Participation Agreement, the NDHIN and Participants may come into possession of certain Proprietary Information of the other. For the purposes of this Section, “Proprietary Information” of a party means all trade secrets, business plans, marketing plans, know- how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements of the party, whether written or verbal, that are confidential in nature; except that Proprietary Information does not include any information that (a) is in the public domain; (b) is already known or obtained by any other party other than in the course of the other party's performance pursuant to this Participation Agreement; (c) is independently developed by any other party; or (d) becomes known from an independent source having the right to disclose the information and without similar restrictions as to disclosure and use and without breach of this Participation Agreement, or any other confidentiality or nondisclosure agreement by such other party.
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Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to this Agreement, Redwood MedNet and Participants may come into possession of certain Proprietary Information of the others. For the purposes hereof, “Proprietary Information” means all trade secrets, business plans, marketing plans, know-how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements, whether written or verbal, that are confidential in nature; provided, however, that “Proprietary Information” does not include Patient Data or any information that:
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Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to these Terms and Conditions, HEALTHeLINK and Participants may come into possession of certain proprietary information of the other. For the purposes hereof, “Proprietary Information” means all trade secrets, business plans, marketing plans, know-how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements of HEALTHeLINK and the Participant, whether written or verbal, that are confidential in nature; provided, however, that Proprietary Information shall not include any information that: (a) is in the public domain;
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Scope of Proprietary Information. User may come into possession of certain Proprietary Information of CACTUS. For the purposes hereof, “Proprietary Information” means any and all information owned or licensed by CACTUS related to the Services and any part thereof made available to User in the course of User exercising its rights under this Agreement, whether written or verbal, that are confidential in nature; provided, however, that Proprietary Information shall not include any User Content or information that:
Sample 1
Scope of Proprietary Information. “Proprietary Information” means all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning OvaScience’s business or financial affairs. Without limiting the foregoing, Proprietary Information includes discoveries, inventions, products, product enhancements or improvements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research or clinical data, financial data (including sales costs, profits and pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of OvaScience.
Sample 1
Scope of Proprietary Information. 1.1 “Proprietary Information” means, subject to the exceptions set forth in Section 1.2 hereof, any information or data, regardless of whether it is in tangible form, that is disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) and that (a) the Disclosing Party has marked as confidential or proprietary, or (b) the Disclosing Party identifies as confidential or proprietary at the time of disclosure with written confirmation within thirty (30) days of disclosure to the Receiving Party, provided, however, that: 1.1.1 Reports and/or information related to or regarding the Disclosing Party’s business plans, business methodologies, strategies, specifications, development plans, customers, and/or billing records will be deemed Proprietary Information of the Disclosing Party even if not so marked or identified. 1.1.2 Prototypes, mockups, models, designs, project deliverables, and/or depictions thereof, observed within or upon the Disclosing Party’s business premises will be deemed Proprietary Information of the Disclosing Party even if not so marked or identified. 1.2 “Proprietary Information” shall not include any information which: (a) the Receiving Party can show by written record was in its possession prior to disclosure by the Disclosing Party hereunder, provided that the Receiving Party must promptly notify the Disclosing Party of any prior knowledge in the manner provided in Section 5 below; (b) appears in a patent or publication, or which otherwise is or becomes generally known in the trade other than through the Receiving Party’s failure to observe any or all terms and conditions hereof; provided that the foregoing shall not be interpreted to create any express or implied license, or the right to obtain a license, to any patents which may be issued to the Disclosing Party; or (c) subsequent to disclosure to the Receiving Party by the Disclosing Party, is obtained by the Receiving Party from a third person who is lawfully in possession of such information, and who is not in violation of any contractual, legal or fiduciary obligations to the Disclosing Party in making such disclosure to the Receiving Party and does not require the Receiving Party to refrain from disclosing such information to others. 2
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Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to the Terms and Conditions, MPHIE and Participants may come into possession of certain Proprietary Information of the other. For the purposes hereof, “Proprietary Information” means all trade secrets, business plans, marketing plans, know-how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements of the Shareholder and the Corporation, whether written or verbal, that are confidential in nature; provided, however, that Proprietary Information shall not include any information that: (a) Is in the public domain; (b) Is already known or obtained by any other party other than in the course of the other party’s performance pursuant to the Terms and Conditions; (c) Is independently developed by any other party; and/or (d) Becomes known from an independent source having the right to disclose such information and without similar restrictions as to disclosure and use and without breach of the Terms and Conditions, or any other confidentiality or nondisclosure agreement by such other party.
Sample 1
Scope of Proprietary Information. In the performance of their respective responsibilities pursuant to these Terms and Conditions, RHIO and Participants may come into possession of certain proprietary information of the other. For the purposes hereof, “Proprietary Information” means all trade secrets, business plans, marketing plans, know-how, data, contracts, documents, scientific and medical concepts, member and customer lists, costs, financial information, profits and xxxxxxxx, and referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives, and agreements of RHIO and the Participant, whether written or verbal, that are confidential in nature; provided, however, that Proprietary Information shall not include any information that: (a) is in the public domain; (b) is already known or obtained by any other party other than in the course of the other party’s performance pursuant to the Participation Agreement or these Terms and Conditions; (c) is independently developed by any other party; and/or (d) becomes known from an independent source having the right to disclose such information and without similar restrictions as to disclosure and use and without breach of the Participation Agreement or these Terms and Conditions, or any other confidentiality or nondisclosure agreement by such other party.
Sample 1

Related to Scope of Proprietary Information

  • Return of Proprietary Information The Executive acknowledges and agrees that all the Proprietary Information used or generated during the course of working for the Company Group is the property of the Company Group. The Executive agrees to deliver to the Company Group all documents and other tangibles (including diskettes and other storage media) containing the Proprietary Information at any time upon request by the Board of Trustees during his employment and immediately upon termination of his employment.

  • Use of Proprietary Information Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

  • Nondisclosure of Proprietary Information (a) Except in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 6(c) and (e), Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible, intangible or electronic form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public or general industry knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available.

  • Protection of Proprietary Information The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.

  • Non-Disclosure of Proprietary Information Employee recognizes and acknowledges that the Trade Secrets (as defined below) and Confidential Information (as defined below) of the Company and its affiliates and all physical embodiments thereof (as they may exist from time-to-time, collectively, the “Proprietary Information”) are valuable, special and unique assets of the Company's and its affiliates' businesses. Employee further acknowledges that access to such Proprietary Information is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that, except with respect to those duties assigned to him by the Company, Employee will hold in confidence all Proprietary Information and will not reproduce, use, distribute, disclose, publish or otherwise disseminate any Proprietary Information, in whole or in part, and will take no action causing, or fail to take any action necessary to prevent causing, any Proprietary Information to lose its character as Proprietary Information, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company) under any circumstances.

  • Definition of Proprietary Information The Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company and the Executive as proprietary and confidential (the “Proprietary Information”).

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Inventions and Proprietary Information Prohibition on Third Party Information A. Proprietary Information Agreement. Executive acknowledges that he has signed and remains bound by the terms of the Company’s Proprietary Information and Inventions Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

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