Common use of Title and Confidentiality Clause in Contracts

Title and Confidentiality. A. Both parties recognize that their respective employees and 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 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 Contract 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 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 data practices requests. B. Client shall take all reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own confidential information. Client further agrees that it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees working for Client to whom such disclosure is necessary to the use for which rights are granted hereunder. Client shall appropriately notify all employees to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon Client, its employees, agents, and subcontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this Contract Agreement if 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. A. Both parties recognize that their respective employees Title and agents, in full ownership rights to the course of performance of Software licensed under this Contract 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 exposed to confidential information copyrighted 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. The confidentiality covenants contained herein shall survive the termination or cancellation of this Contract 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 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 data practices requests. B. Client You shall take all reasonable steps necessary to protect the confidential nature of the Software, Software as Client You would take to protect its Your own confidential and trade secret information. Client You further agrees agree that it You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees employees, agents, or contractors working for Client You to whom such disclosure is necessary to the use for which rights are granted hereunder. Client You shall appropriately notify all employees 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 ClientYou, its Your employees, agents, and subcontractorscontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this Contract Agreement if Client is 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 rights to the Tyler Software licensed under this agreement, including, without limitation, all related intellectual property rights, and any copies City may make, remain with Vendor. It is agreed the Tyler Software is the proprietary, confidential, trade secret property of Vendor, whether or not any portions are or may be copyrighted, and City shall take all reasonable steps necessary to protect the confidential nature of the Tyler Software, as City would take to protect its own confidential information. B. City further agrees that City shall not make any disclosure of any or all Tyler Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or Subcontractors working for City to whom such disclosure is necessary. City shall appropriately notify all employees, agents, and Subcontractors to whom any disclosure is made that disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon City, its employees, agents, and Subcontractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if 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 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 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 other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The These confidentiality covenants contained herein shall survive the termination or cancellation of this Contract 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 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 data practices Public Records requests. B. Client shall take all reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own confidential information. Client further agrees that it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees working for Client to whom such disclosure is necessary to the use for which rights are granted hereunder. Client shall appropriately notify all employees to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon Client, its employees, agents, and subcontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this Contract Agreement if 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. A. 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. Both parties recognize that their respective employees and agents, in the course of performance of this Contract 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 agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this Contract 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 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 data practices requests. B. Client shall take all reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own confidential information. Client further agrees that it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees employees, agents, or contractors working for Client each party to whom such disclosure is necessary to the use for which rights are granted hereunder. Client Each party shall appropriately notify all employees 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 either party’s request, 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 the disclosing party. If either party makes such a request, the disclosing party shall provide to the other party appropriate confidentiality agreements. The obligations imposed by this section upon Clienteach party, its employees, agents, and subcontractorscontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this Contract Agreement agreement if Client 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. A. Both parties recognize Subject to the County’s reservation of rights in Section 48, the title and full rights to the Software licensed under this agreement, including, without limitation, all related intellectual property rights, and any copies County may make, remain with Independent Contractor. It is agreed the Software is the proprietary, confidential, trade secret property of Independent Contractor, whether or not any portions are or may be copyrighted, and the County shall take all reasonable administrative steps necessary to protect the confidential nature of the Software. County further agrees that their respective employees and County shall not make any disclosure of any or all Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or Subcontractors working for County to whom such disclosure is necessary. County shall appropriately notify all employees, agents, and Subcontractors to whom any disclosure is made that disclosure is made in the course confidence and shall be kept in confidence by them. The obligations imposed by this section upon County, its employees, agents, and Subcontractors, shall survive and continue after any termination of performance rights under this Agreement. It shall not be a breach of this Contract Agreementagreement if 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 Arizona public records law, may or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entitiesproduced. 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. The These confidentiality covenants contained herein shall survive the termination or cancellation of this Contract 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 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 data practices Public Records requests. B. Client shall take all reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own confidential information. Client further agrees that it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees working for Client to whom such disclosure is necessary to the use for which rights are granted hereunder. Client shall appropriately notify all employees to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon Client, its employees, agents, and subcontractors, shall survive and continue after any termination of rights under this Contract Agreement. It shall not be a breach of this Contract Agreement if 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.