Common use of Title and Confidentiality Clause in Contracts

Title and Confidentiality. Title and full ownership rights to the Software licensed under this agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree that You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors working for You to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon You, Your employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.

Title and Confidentiality. Title A. Both parties recognize that their respective employees and full ownership agents, in the course of performance of this Contract Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the Software licensed under other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this agreementContract Agreement. This obligation of confidentiality shall not apply to (a) information that at the time of the disclosure is in the public domain; (b) information that, includingafter disclosure, without limitationbecomes part of the public domain by publication or otherwise, all intellectual property rights therein except by breach of this Contract Agreement by a party; (c) information that a party can establish by reasonable proof was in that party’s possession at the time of disclosure; (d) information that a party receives from a third party who has a right to disclose it to that party; or (e) information that is subject to FOIA requests and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You data practices requests. B. Client shall take all reasonable steps necessary to protect the confidential nature of the Software Software, as You Client would take to protect Your its own confidential and trade secret information. You Client further agree agrees that You it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors employees working for You Client to whom such disclosure is necessary to the use for which rights are granted hereunder. You Client shall appropriately notify all employees, agents, and contractors employees to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon YouClient, Your its employees, agents, and contractorssubcontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this agreement Contract Agreement if you are Client is required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.

Title and Confidentiality. Title and full ownership rights to the Software licensed under this agreementAgreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree that You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors working for You to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's ’s request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon You, Your employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement Agreement if you are required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.produced or disclosed. You may not:

Title and Confidentiality. A. Title and full ownership rights to the Tyler Software licensed under this agreement, including, without limitation, all related intellectual property rights therein and theretorights, and any copies You City may make, remain with CaselleVendor. It is agreed the Tyler Software is the proprietary, confidential, trade secret property of CaselleVendor, whether or not any portions thereof are or may be copyrighted copyrighted, and You City shall take all reasonable steps necessary to protect the confidential nature of the Software Tyler Software, as You City would take to protect Your its own confidential and trade secret information. You . B. City further agree agrees that You City shall not make any disclosure of any or all such Tyler Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors Subcontractors working for You City to whom such disclosure is necessary to the use for which rights are granted hereundernecessary. You City shall appropriately notify all employees, agents, and contractors Subcontractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon YouCity, Your its employees, agents, and contractorsSubcontractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are City is required to disclose or make the Tyler Software available to a third party or to a court if the Tyler Software is required to be disclosed pursuant to a state's "open records" Oregon public records law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced. C. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. These confidentiality covenants shall survive the termination or cancellation of this Agreement. This obligation of confidentiality shall not apply to (a) information that at the time of the disclosure is in the public domain; (b) information that, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; (c) information that a party can establish by reasonable proof was in that party’s possession at the time of disclosure; (d) information that a party receives from a third party who has a right to disclose it to that party; or (e) information that is subject to Public Records requests.

Title and Confidentiality. Title and full ownership rights to the Software licensed under this agreementAgreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree that You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors working for You to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's ’s request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon You, Your employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement Agreement if you are required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.produced or disclosed. You may:

Title and Confidentiality. Title and full ownership rights to the Software licensed under this agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree Both parties recognize that You shall not make any their respective employees and agents, in the course of performance of this Software License Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or all such Software (including methods or concepts utilized therein) to anyoneagents, except to employees, agents, or contractors working for You each party to whom such disclosure is necessary to the use for which rights are granted hereunder. You Each party shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The confidentiality covenants contained herein shall survive the termination or cancellation of this Software License Agreement. Upon Caselle's either party’s request, such the other party’s employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such confidential information which by its terms shall be enforceable by injunctive relief at the request of Casellethe disclosing party. If Caselle either party makes such a request, it the disclosing party shall provide You with to the other party appropriate confidentiality agreements. The obligations imposed by this section upon Youeach party, Your its employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are either party is required to disclose or make the Software confidential information available to a third party or to a court if the Software information is required to be disclosed pursuant to a state's "open records" lawrecords"law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.

Title and Confidentiality. Title Subject to the County’s reservation of rights in Section 48, the title and full ownership rights to the Software licensed under this agreement, including, without limitation, all related intellectual property rights therein and theretorights, and any copies You County may make, remain with CaselleIndependent Contractor. It is agreed the Software is the proprietary, confidential, trade secret property of CaselleIndependent Contractor, whether or not any portions thereof are or may be copyrighted copyrighted, and You the County shall take all reasonable administrative steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret informationSoftware. You County further agree agrees that You County shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors Subcontractors working for You County to whom such disclosure is necessary to the use for which rights are granted hereundernecessary. You County shall appropriately notify all employees, agents, and contractors Subcontractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon YouCounty, Your its employees, agents, and contractorsSubcontractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are County is required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" Arizona public records law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced. These confidentiality covenants shall survive the termination or cancellation of this Agreement. This obligation of confidentiality shall not apply to (a) information that at the time of the disclosure is in the public domain; (b) information that, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; (c) information that a party can establish by reasonable proof was in that party’s possession at the time of disclosure; (d) information that a party receives from a third party who has a right to disclose it to that party; or (e) information that is subject to Public Records requests.