Source Code Protection. Subject to the term of Section 2 above, Licensee shall not under any circumstances copy, duplicate or otherwise reproduce the Source Materials in any manner except as provided in this Section 9.3. Source Materials shall not be permitted outside the Authorized Location. Licensee agrees to limit access to the Source Materials strictly to those persons who require access in order to carry out the permitted uses of such Source Materials hereunder. Each copy of the Source Materials shall be marked as the confidential and proprietary property of Licensor to which access is restricted, and shall be kept and used solely at the Licensee's secure development facilities ("Development Facility") under password protection. Licensee shall ensure that the Source Materials cannot be accessed in any insecure manner from any network, computer or similar device outside of the Development Facility. Licensee agrees to limit access to the Source Materials twenty four (24) hours a day strictly to those employees and independent contractors to whom access is reasonably necessary in order to carry out the permitted uses of the Source Materials hereunder. Licensee shall inform such employees and contractors of Licensee's obligation to maintain the confidentiality of the Source Materials and other confidential information. Licensee will use its best efforts to ensure that all such employees abide by the terms of such obligations. Licensee shall keep records of all persons who have access to the Source Materials. At Licensor's reasonable request and upon reasonable notice, Licensee agrees to provide such records to Licensor for review within a reasonable time period. In no event shall the Source Materials be used in any way, either directly or indirectly, for the development of other products or for any other purpose other than the development of Licensee Products.
Source Code Protection. The Receiving Party shall protect Confidential Information consisting of source code and related source code documentation from unauthorized use and disclosure to the same extent that it protects its own source code (but no less than to a reasonable degree).
Source Code Protection. Licensee shall not under any circumstances copy, duplicate or otherwise reproduce the Source Code in any manner except as provided herein. Licensee is granted the right to make one (1) archival or backup copy of the Source Code, which shall be marked as an archival copy and as the confidential and proprietary property of Broadcom to which access is restricted. Licensee agrees to inform all employees and contractors who are given access by Licensee to the Software, including the Source Code, the Object Code, or any accompanying documentation, that such materials are confidential and trade secrets of Broadcom licensed to Licensee as such. 5.4
Source Code Protection. Neither Seller nor any of its Subsidiaries has licensed, distributed or disclosed, and neither Seller nor any of its Subsidiaries has any knowledge of any distribution or disclosure by any other Person (including employees and contractors) of, any Source Code for any Software within the Purchased IP Assets or included in any Current Business Product or other confidential information constituting, embodied in or pertaining to such Software (“Business Source Code”) to any Person, except pursuant to the agreements listed in Section 2.11(m) of the Seller Disclosure Schedule, and Seller and its Subsidiaries have taken reasonable physical and electronic security measures to prevent unauthorized disclosure of such Business Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not, result in the disclosure or release of any such Business Source Code by (i) Seller or any of its Subsidiaries to any escrow agent or any other third party; or (ii) any escrow agent or other Person to any third party either (A) pursuant to any Contract entered into by Seller or its Subsidiaries or (B) to Seller’s knowledge, for any other reason.
Source Code Protection. Provider shall protect source code from various security risks, including outsider and insider threats. Provider will implement a layered security approach such as, but not limited to a) defining a set of rules, requirements, and procedures for handling and protecting code, b) use source code security analysis tools, such as Static Application Security Testing (SAST), to detect security flaws and other issues during development, c) define who is allowed to access source code, codebase and source code repositories, d) encrypt confidential and sensitive data both in transit and at rest, e) implement network security solutions such as firewalls, Virtual Private Networks (VPN), anti-virus, and anti-malware software as basic protections, f) secure the endpoints or entry points of end-user applications with endpoint security software, and g) ensure that all concepts and inventions related to software are protected by copyright law and necessary patents.
Source Code Protection. Licensee shall not under any circumstances copy, duplicate or otherwise reproduce the Source Code in any manner except as provided herein. Licensee is granted the right to make one (1) archival or backup copy of the Source Code, which shall be marked as an archival copy and as the confidential and proprietary property of nanotron to which access is restricted. Licensee agrees to inform all employees and contractors who are given access by Licensee to the Software, including the Source Code or any accompanying documentation, that such materials are confidential and trade secrets of nanotron licensed to Licensee as such. Licensee shall be fully responsible for the conduct of all its employees, agents and representatives who may in any way breach this Agreement.
Source Code Protection. Neither the Company nor any other Person then acting on its behalf has disclosed, delivered or licensed to any Person, agreed to disclose, deliver or license to any person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code.
Source Code Protection. IBM shall treat the Source Code provided under Section 5.0 with at least the same degree of care as IBM uses for its own confidential source code, and shall maintain a written record of all IBM employees accessing such Source Code. In no event shall IBM provide any Source Code to a third party without Synon's written consent. Such consent shall not be unreasonably withheld.
Source Code Protection. Except as set forth on Section 3.16(k) of the Company Disclosure Schedule, none of the Company or any other Person acting on behalf of the Company has disclosed or delivered to any third party, or permitted the disclosure or delivery by any escrow agent or other party of, any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, require the disclosure, license or delivery by the Company or any other Person acting on behalf of the Company to any Person of any Company Source Code. Section 3.16(k) of the Company Disclosure Schedule identifies each Contract under which the Company has delivered, licensed, made available, deposited, or is or may be required to deposit, with an escrow agent or other third party, any Company Source Code. Neither the execution of the Transaction Documents nor the consummation of any of the Transactions, in and of itself, would reasonably be expected to result in the release of any Company Source Code from escrow.
Source Code Protection. Except as provided for in Schedule 5.16.8, the source code, system documentation and trade secrets relating to the Software Programs (A) have at all times been maintained in strict confidence, (B) have been disclosed by Seller only to employees or representatives who have a "need to know" the contents thereof in connection with the performance of their duties to the Seller and who have executed the nondisclosure agreements referred to in Section 5.16.5 above, and (C) to Seller's knowledge, have not been disclosed to any third party. Except as provided for on Schedule 5.16.8, the Persons to whom any source code and system documentation relating to the Software Programs has been provided have executed a nondisclosure agreement in the form delivered to the Purchaser. All Software Programs that have been placed in escrow by Seller for the benefit of a third party have been and are currently escrowed pursuant to customary escrow agreements. Schedule 5.16.8 lists each such escrow agreement and the beneficiaries thereof. No other Person possesses, has been provided with, or claims a right to be provided with the source code of any of the Software Programs.
