Common use of Trade Secrets and Proprietary Information Clause in Contracts

Trade Secrets and Proprietary Information. During the term of the Agreement, Sodexo may grant to District a nonexclusive right to access certain proprietary materials of Sodexo, including menus, signage, Food Service survey forms, software (both owned by and licensed to Sodexo), and similar items regularly used in Sodexo’s business operations (“Proprietary Materials”). In addition, District may have access to certain non-public information of Sodexo, including, but not limited to, recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, surveys and studies, and similar compilations regularly used in Sodexo's business operations ("Trade Secrets"). Trade Secrets shall not include (i) any information which at the time of disclosure or discovery or thereafter is generally available to and known by the public or the relevant industry (other than as a result of a disclosure directly or indirectly by District), or (ii) any information which was available to District on a non-confidential basis from a source other than Sodexo, provided that such source was not bound by an agreement prohibiting the transmission of such information, or (iii) any information independently developed or previously known without reference to any information provided by Sodexo. District shall not disseminate any Proprietary Materials or disclose any of Sodexo's Trade Secrets, directly or indirectly, during or after the term of the Agreement. District shall not photocopy or otherwise duplicate any such material without the prior written consent of Sodexo. All Proprietary Materials and Trade Secrets shall remain the exclusive property of Sodexo and shall be returned to Sodexo immediately upon termination of the Agreement. Without limiting the foregoing, District specifically agrees that all proprietary software associated with the operation of the Food Service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to Sodexo and not District. Furthermore, District's access or use of such software shall not create any right, title interest, or copyright in such software, and District shall not retain such software beyond the termination of the Agreement. Any signage, service xxxx or trademark proprietary to Sodexo shall remain the exclusive property of Sodexo and shall be returned to Sodexo immediately upon termination of this Agreement. In the event of any breach of this provision, Sodexo shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. This provision shall survive termination of the Agreement.

Trade Secrets and Proprietary Information. During the term of the Agreement, Sodexo NMS may grant to the District a nonexclusive right to access certain proprietary materials of SodexoNMS, including menus, signage, Food Service survey forms, software (both owned by and licensed to SodexoNMS), and similar items regularly used in Sodexo’s NMS' business operations (“"Proprietary Materials”"). In addition, the District may have access to certain non-public information of SodexoNMS, including, but not limited to, recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, surveys and studies, and similar compilations regularly used in Sodexo's NMS' business operations ("''Trade Secrets"). Trade Secrets shall not include (i) any information submitted in connection with NMS' Proposal, any information NMS is required to report to the District in the fulfillment of NMS' responsibilities under this Agreement, or any information which at the time of disclosure or discovery or thereafter is generally available to and known by the public or the relevant industry (other than as a result of a disclosure directly or indirectly by the District), or (ii) any information which was available to the District on a non-confidential basis from a source other than SodexoNMS, provided that such source was not bound by an agreement prohibiting the transmission of such information, or (iii) any information independently developed or previously known without reference to any information provided by SodexoNMS. The District shall not disseminate any Proprietary Materials or disclose any of Sodexo's NMS' Trade Secrets, directly or indirectly, during or after the term of the Agreement. The District shall not photocopy or otherwise duplicate any such material without the prior written consent of SodexoNMS. All Proprietary Materials and Trade Secrets shall remain the exclusive property of Sodexo NMS and shall be returned to Sodexo NMS immediately upon termination of the Agreement. Without limiting the foregoing, District specifically agrees that all proprietary software associated with the operation of the Food Service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to Sodexo and not District. Furthermore, District's access or use of such software shall not create any right, title interest, or copyright in such software, and District shall not retain such software beyond the termination of the Agreement. Any signage, service xxxx mark or trademark proprietary to Sodexo NMS shall remain the exclusive property of Sodexo NMS and shall be returned to Sodexo NMS immediately upon termination of this Agreement. In the event of any breach of this provision, Sodexo NMS shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. This provision shall survive termination of the Agreement.

Trade Secrets and Proprietary Information. During the term of the Agreement, Sodexo may grant to District a nonexclusive right to access certain proprietary materials of Sodexo, including menus, signage, Food Service survey forms, software (both owned by and licensed to Sodexo), and similar items regularly used in Sodexo’s business operations (“Proprietary Materials”). In addition, District may have access to certain non-public information of Sodexo, including, but not limited to, recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, surveys and studies, and similar compilations regularly used in Sodexo's business operations ("Trade Secrets"). Trade Secrets shall not include (i) any information which at the time of disclosure or discovery or thereafter is generally available to and known by the public or the relevant industry (other than as a result of a disclosure directly or indirectly by District), or (ii) any information which was available to District on a non-confidential basis from a source other than Sodexo, provided that such source was not bound by an agreement prohibiting the transmission of such information, or (iii) any information independently developed or previously known without reference to any information provided by Sodexo. District shall not disseminate any Proprietary Materials or disclose any of Sodexo's Trade Secrets, directly or indirectly, during or after the term of the Agreement. District shall not photocopy or otherwise duplicate any such material without the prior written consent of Sodexo. All Proprietary Materials and Trade Secrets shall remain the exclusive property of Sodexo and shall be returned to Sodexo immediately upon termination of the Agreement. Without limiting the foregoing, District specifically agrees that all proprietary software associated with the operation of the Food Service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to Sodexo and not District. Furthermore, District's access or use of such software shall not create any right, title interest, or copyright in such software, and District shall not retain such software beyond the termination of the Agreement. Any signage, service xxxx servicemark or trademark proprietary to Sodexo shall remain the exclusive property of Sodexo and shall be returned to Sodexo immediately upon termination of this Agreement. In the event of any breach of this provision, Sodexo shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. This provision shall survive termination of the Agreement.

Trade Secrets and Proprietary Information. During the term of the Agreement, Sodexo NMS may grant to the District a nonexclusive right to access certain proprietary materials of SodexoNMS, including menus, signage, Food Service survey forms, software (both owned by and licensed to SodexoNMS), and similar items regularly used in Sodexo’s NMS' business operations (“"Proprietary Materials”"). In addition, the District may have access to certain non-public information of SodexoNMS, including, but not limited to, recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, surveys and studies, and similar compilations regularly used in Sodexo's NMS' business operations ("''Trade Secrets"). Trade Secrets shall not include (i) any information submitted in connection with NMS' Proposal, any information NMS is required to report to the District in the fulfillment of NMS' responsibilities under this Agreement, or any information which at the time of disclosure or discovery or thereafter is generally available to and known by the public or the relevant industry (other than as a result of a disclosure directly or indirectly by the District), or (ii) any information which was available to the District on a non-confidential basis from a source other than SodexoNMS, provided that such source was not bound by an agreement prohibiting the transmission of such information, or (iii) any information independently developed or previously known without reference to any information provided by SodexoNMS. The District shall not disseminate any Proprietary Materials or disclose any of Sodexo's NMS' Trade Secrets, directly or indirectly, during or after the term of the Agreement. The District shall not photocopy or otherwise duplicate any such material without the prior written consent of SodexoNMS. All Proprietary Materials and Trade Secrets shall remain the exclusive property of Sodexo NMS and shall be returned to Sodexo NMS immediately upon termination of the Agreement. Without limiting the foregoing, District specifically agrees that all proprietary software associated with the operation of the Food Service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to Sodexo and not District. Furthermore, District's access or use of such software shall not create any right, title interest, or copyright in such software, and District shall not retain such software beyond the termination of the Agreement. Any signage, service xxxx or trademark proprietary to Sodexo NMS shall remain the exclusive property of Sodexo NMS and shall be returned to Sodexo NMS immediately upon termination of this Agreement. In the event of any breach of this provision, Sodexo NMS shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. This provision shall survive termination of the Agreement.