Common use of Title to Software and Confidentiality Clause in Contracts

Title to Software and Confidentiality. The Software, any modifications thereto, all programs developed hereunder, and all copies thereof are proprietary to Medic (or to the third parties under whose license Medic may distribute the Software) and title thereto remains in Medic or in such third party. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Client's request are and shall remain in Medic or in such third party. Client shall not reverse assemble or decompile in whole or in part the Software. Client shall not sell, license, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Client agrees to secure and protect the Software, documentation and copies thereof in a manner consistent with the maintenance of Medic's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to the Software to satisfy its obligations hereunder. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement. The obligations set forth in this paragraph shall survive the cancellation of this agreement. Liability for breach of this clause shall not be limited to the dollar value of the contract. Each party agrees that it shall not disclose to any third party the terms and conditions of this Agreement or any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial, or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.

Title to Software and Confidentiality. The Software, any modifications thereto, all programs developed hereunder, and all copies thereof are proprietary to Medic (or to the third parties under whose license Medic may distribute the Software) and title thereto remains in Medic or in such third party. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Client's request are and shall remain in Medic or in such third party. Client shall not reverse assemble or decompile in whole or in part the Software. Client shall not sell, license, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others, except for individuals who may be agents, independent contractors and/or consultants of Client who perform installation, integration and/or support services on behalf of Client and who shall agree to be bound by the provisions set forth in this Section 4. Client agrees to secure and protect the Software, documentation and copies thereof in a manner consistent with the maintenance of Medic's rights therein and to take appropriate action by instruction or agreement with its employees employees, agents, independent contractors or consultants who are permitted access to the Software to satisfy its obligations hereunder. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement. The obligations set forth in this paragraph shall survive the cancellation of this agreementAgreement. Liability for breach of this clause shall not be limited to the dollar value of the contract. Each party agrees that it shall not disclose to any third party the terms and conditions of this Agreement or any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial, or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.