Common use of Top Secret Information Clause in Contracts

Top Secret Information. In order to protect InterTrust's rights, ---------------------- the rights of InterTrust licensees, and the secure interoperability and reputation of InterTrust implementations, MBC shall treat any InterTrust Technology or other confidential information that is either marked "Top Secret" when disclosed in written form, or indicated as "Top Secret" when disclosed orally ("Top Secret Information") in a manner not less secure ---------------------- than MBC's most secret information and, in all events in a manner sufficient to reasonably ensure the security of such Top Secret Information, given such great sensitivity of such Top Secret Information. MBC shall not use, disclose, provide or otherwise make available such Top Secret Information to any Person, except to not more than six (6) individual employees of MBC, each of whom has a direct need to know such information or be exposed to such Top Secret Information (as agreed in each case by InterTrust) and then only to the extent necessary for MBC to exercise its rights and perform its obligations under this Agreement, and none of whom shall receive a disclosure of any such Top Secret Information until: (i) such employee becomes bound by personally executing an InterTrust Top Secrecy Agreement (in the form set forth in Exhibit E hereto or as subsequently provided by InterTrust) covering such information and exposure; and (ii) an original executed copy of such agreement is received by InterTrust, with return receipt provided to MBC, which such receipt may be provided by fax communication if so requested in writing. Notwithstanding the foregoing, MBC and MBC employees described above shall make no physical embodiments (for example, any reproduction or copy, including descriptive notes) whatsoever of Top Secret Information, without the prior express written authorization from InterTrust's Chairman of Board, President or any other InterTrust Officer designated in a written communication to MBC signed by InterTrust's Chairman of the Board (the "Designated Officers"), nor shall MBC or such MBC employees disclose any ------------------- Top Secret Information to any Person, except as described in this Section 9.1 (c). If MBC becomes aware that any Top Secret Information has been disclosed or treated other than as set forth in this Section 9.1 (c), and/or as specified in a Top Secrecy Agreement, MBC shall immediately inform InterTrust of such occurrence and take immediate steps to correct such compromise. MBC shall maintain a log of the employees accessing and location of all originals and other tangible embodiments of all Top Secret Information. MBC shall be fully responsible for any breach by any MBC employee of this Agreement related to the unauthorized use or disclosure of Top Secret Information.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Intertrust Technologies Corp), Preferred Stock Purchase Agreement (Intertrust Technologies Corp)

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Top Secret Information. In order to protect InterTrust's rights, ---------------------- the rights of InterTrust licensees, and the secure interoperability and reputation of InterTrust implementations, MBC SSG shall treat any InterTrust Technology or other confidential information that is either marked "Top Secret" when disclosed in written form, or indicated as "Top Secret" when disclosed orally ("Top Secret Information") in a manner not less secure ---------------------- than MBCSSG's most secret information and, in all events in a manner sufficient to reasonably ensure the security of such Top Secret Information, given such great sensitivity of such Top Secret Information. MBC SSG shall not use, disclose, provide or otherwise make available allow disclosure of such Top Secret Information to any Person, except to not no more than six (6) designated individual employees of MBCSSG at any time (and to no sublicensee Agents), each of whom has a direct need to know such information or be exposed to such Top Secret Information (as agreed in each case by InterTrust) and then only to the extent necessary for MBC SSG to use Top Secret Information solely to exercise its rights and perform its obligations under this Agreement. SSG shall not substitute any employee designated to receive Top Secret Information with another employee, unless such designated employee's employment with SSG has been terminated and none such person is no longer able to serve the intended role. None of whom such employees shall receive a disclosure of any such Top Secret Information until: (i) such employee becomes bound by personally executing an InterTrust Top Secrecy Agreement (in the form set forth in Exhibit E G hereto or as subsequently provided by InterTrust) covering such information and exposure; and (ii) an original executed copy of such agreement is received by InterTrust, with return receipt provided to MBCSSG, which such receipt may be provided by fax communication if so requested in writing. Notwithstanding the foregoing, MBC SSG and MBC SSG employees described above shall make no physical embodiments (for example, any reproduction or copy, including descriptive notes) whatsoever of Top Secret Information, without the prior express written authorization from InterTrust's Chairman of Board, President or any other InterTrust Officer designated in a written communication to MBC SSG signed by InterTrust's Chairman of the Board (the "Designated Officers"), nor shall MBC or such MBC employees disclose any ------------------- Top Secret Information to any Person, except as described in this Section 9.1 (c). If MBC becomes aware that any Top Secret Information has been disclosed or treated other than as set forth in this Section 9.1 (c), and/or as specified in a Top Secrecy Agreement, MBC shall immediately inform InterTrust of such occurrence and take immediate steps to correct such compromise. MBC shall maintain a log of the employees accessing and location of all originals and other tangible embodiments of all Top Secret Information. MBC shall be fully responsible for any breach by any MBC employee of this Agreement related to the unauthorized use or disclosure of Top Secret Information.the

Appears in 2 contracts

Samples: License Agreement (Intertrust Technologies Corp), License Agreement (Intertrust Technologies Corp)

Top Secret Information. In order to protect InterTrust's rights, ---------------------- the rights of InterTrust licensees, and the secure interoperability and reputation of InterTrust implementations, MBC shall treat any InterTrust Technology or other confidential information that is either marked "Top Secret" when disclosed in written form, or indicated as "Top Secret" when disclosed orally ("Top Secret Information") in a manner not less secure ---------------------- than MBC's most secret information and, in all events in a manner sufficient to reasonably ensure the security of such Top Secret Information, given such great sensitivity of such Top Secret Information. MBC shall not use, disclose, provide or otherwise make available such Top Secret Information to any Person, except to not more than six (6) [*] individual employees of MBC, each of whom has a direct need to know such information or be exposed to such Top Secret Information (as agreed in each case by InterTrust) and then only to the extent necessary for MBC to exercise its rights and perform its obligations under this Agreement, and none of whom shall receive a disclosure of any such Top Secret Information until: (i) such employee becomes bound by personally executing an InterTrust Top Secrecy Agreement (in the form set forth in Exhibit E hereto or as subsequently provided by InterTrust) covering such information and exposure; and (ii) an original executed copy of such agreement is received by InterTrust, with return receipt provided to MBC, which such receipt may be provided by fax communication if so requested in writing. Notwithstanding the foregoing, MBC and MBC employees described above shall make no physical embodiments (for example, any reproduction or copy, including descriptive notes) whatsoever of Top Secret Information, without the prior express written authorization from InterTrust's Chairman of Board, President or any other InterTrust Officer designated in a written communication to MBC signed by InterTrust's Chairman of the Board (the "Designated Officers"), nor shall MBC or such MBC employees disclose any ------------------- Top Secret Information to any Person, except as described in this Section 9.1 (c). If MBC becomes aware that any Top Secret Information has been disclosed or treated other than as set forth in this Section 9.1 (c), and/or as specified in a Top Secrecy Agreement, MBC shall immediately inform InterTrust of such occurrence and take immediate steps to correct such compromise. MBC shall maintain a log of the employees accessing and location of all originals and other tangible embodiments of all Top Secret Information. MBC shall be fully responsible for any breach by any MBC employee of this Agreement related to the unauthorized use or disclosure of Top Secret Information.

Appears in 1 contract

Samples: Development and License Agreement (Intertrust Technologies Corp)

Top Secret Information. In order to protect InterTrust's rights, ---------------------- the rights of InterTrust licensees, and the secure interoperability and reputation of InterTrust implementations, MBC SSG shall treat any InterTrust Technology or other confidential information that is either marked "Top Secret" when disclosed in written form, or indicated as "Top Secret" when disclosed orally ("Top Secret Information") in a manner not less secure ---------------------- than MBCSSG's most secret information and, in all events in a manner sufficient to reasonably ensure the security of such Top Secret Information, given such great sensitivity of such Top Secret Information. MBC SSG shall not use, disclose, provide or otherwise make available allow disclosure of such Top Secret Information to any Person, except to not no more than six (6) [*] designated individual employees of MBCSSG at any time (and to no sublicensee Agents), each of whom has a direct need to know such information or be exposed to such Top Secret Information (as agreed in each case by InterTrust) and then only to the extent necessary for MBC SSG to use Top Secret Information solely to exercise its rights and perform its obligations under this Agreement. SSG shall not substitute any employee designated to receive Top Secret Information with another employee, unless such designated employee's employment with SSG has been terminated and none such person is no longer able to serve the intended role. None of whom such employees shall receive a disclosure of any such Top Secret Information until: (i) such employee becomes bound by personally executing an InterTrust Top Secrecy Agreement (in the form set forth in Exhibit E G hereto or as subsequently provided by InterTrust) covering such information and exposure; and (ii) an original executed copy of such agreement is received by InterTrust, with return receipt provided to MBCSSG, which such receipt may be provided by fax communication if so requested in writing. Notwithstanding the foregoing, MBC SSG and MBC SSG employees described above shall make no physical embodiments (for example, any reproduction or copy, including descriptive notes) whatsoever of Top Secret Information, without the prior express written authorization from InterTrust's Chairman of Board, President or any other InterTrust Officer designated in a written communication to MBC SSG signed by InterTrust's Chairman of the Board (the "Designated Officers"), nor shall MBC or such MBC employees disclose any ------------------- Top Secret Information to any Person, except as described in this Section 9.1 (c). If MBC becomes aware that any Top Secret Information has been disclosed or treated other than as set forth in this Section 9.1 (c), and/or as specified in a Top Secrecy Agreement, MBC shall immediately inform InterTrust of such occurrence and take immediate steps to correct such compromise. MBC shall maintain a log of the employees accessing and location of all originals and other tangible embodiments of all Top Secret Information. MBC shall be fully responsible for any breach by any MBC employee of this Agreement related to the unauthorized use or disclosure of Top Secret Information.the

Appears in 1 contract

Samples: Technology Development and License Agreement (Intertrust Technologies Corp)

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Top Secret Information. In order to protect InterTrust's rights, the ---------------------- the rights of InterTrust licensees, and the secure interoperability and reputation of InterTrust implementations, MBC NatWest shall treat any InterTrust Technology or other confidential information that is either marked "Top Secret" when disclosed in written form, or indicated as "Top Secret" when disclosed orally ("Top Secret ---------- Information") in a manner not less secure ---------------------- than MBCNatWest's most secret information ----------- and, in all events in a manner sufficient to reasonably ensure the security of such Top Secret Information, given such great sensitivity of such Top Secret Information. MBC NatWest shall not use, disclose, provide or otherwise make available allow disclosure of such Top Secret Information to any Person, except to not no more than six (6) [*] designated individual employees of MBCNatWest at any time (and to no Agents who are not employees), each of whom has a direct need to know such information or be exposed to such Top Secret Information (as agreed in each case by InterTrust) and then only to the extent necessary for MBC NatWest to use Top Secret Information solely to exercise its rights and perform its obligations under this Agreement. NatWest shall not substitute any employee designated to receive Top Secret Information with another employee, unless such designated employee's employment with NatWest has been terminated and none such person is no longer able to serve the intended role. None of whom such employees shall receive a disclosure of any such Top Secret Information until: (i) such employee becomes bound by personally executing executes an InterTrust Top Secrecy Agreement (in the form set forth in this Exhibit E hereto G or as subsequently provided by InterTrustInterTrust in writing) covering such information and exposure; and (ii) an original executed copy of such agreement is received by InterTrust, with return receipt provided to MBCNatWest, which such receipt may be provided by fax communication if so requested in writing. Notwithstanding the foregoing, MBC NatWest and MBC NatWest employees described above shall make no physical embodiments (for example, any reproduction or copy, including descriptive notes) whatsoever of Top Secret Information, without the prior express written authorization from InterTrust's Chairman of Board, President or any other an InterTrust Officer designated in a written communication to MBC signed by InterTrust's Chairman of the Board (the "Designated Officers")Officer, nor shall MBC NatWest or such MBC NatWest employees disclose any ------------------- Top Secret Information to any Person, except as described in this Section 9.1 (c). 1 of this Exhibit G. If MBC NatWest becomes aware that any Top Secret Information has been disclosed or treated other than as set forth in this Section 9.1 (c)1 of this Exhibit G, and/or as specified in a Top Secrecy Agreement, MBC NatWest shall immediately inform InterTrust of such occurrence and take immediate steps to correct such compromise. MBC NatWest shall maintain a log of the employees accessing and location of all originals and other tangible embodiments of all Top Secret Information. MBC NatWest shall be fully responsible for any breach by any MBC NatWest employee of this Agreement related to the unauthorized use or disclosure of Top Secret Information.

Appears in 1 contract

Samples: Agreement (Intertrust Technologies Corp)

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