Use and Protection of Proprietary Information Sample Clauses

Use and Protection of Proprietary Information. Xxxxxxxxxx agrees not to disclose any of BRCB’s Proprietary Information to any person, other than to Franchisee’s employees, and then only to the extent necessary for the operation of the BRCB Coffee Bar. Franchisee will require its General Manager, as defined in Section 9.1 of this Agreement, to execute a Manager’s Confidentiality Agreement substantially in the form attached to this Agreement, unless Franchisee’s General Manager is the same person as Franchisee or an owner of at least a one-half undivided ownership interest in Franchisee. Franchisee will keep the Operations Manual and all other tangible records of Proprietary Information in a secure location at the BRCB Coffee Bar, and will take reasonable precautions to prevent the disclosure of any of the Proprietary Information to any unauthorized person. Franchisee will not make copies of any of the Proprietary Information fixed in any medium. Franchisee will be responsible to BRCB for any misuse or publication of BRCB’s Proprietary Information by any of Franchisee’s employees.
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Use and Protection of Proprietary Information. (Feb 2019)
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Use and Protection of Proprietary Information. (a) For Purposes of this Agreement, “Proprietary Information” shall include all of Fully Fit’s trade secrets as defined under Illinois law, as well as any other information or material that is not generally known to the public and that is related to the Technique or the Program, whether or not filed, perfected, registered, or recorded including, but not limited to: (i) all patents and applications for patents; (ii) all copyrights, copyright registrations, and copyright applications, copyrightable works, and all other corresponding rights; (iii) all trade dress and trade names, logos, Internet addresses and domain names, trademarks, and service marks and related registrations and applications, and all goodwill associated with any of the foregoing; (iv) all inventions, know-how, technology, trade secrets, confidential business information, research and development information, financial, marketing, and business data, pricing and cost information, business and marketing plans, advertising and promotional materials, customer, distributor, reseller, and supplier lists and information, and other documentation, and other proprietary information of every kind. All of Fully Fit’s rights with respect to “Fully Fit”; “Kinetic Konnections”; “Bridging”; “Kinetic Bridging”; and Fully Fit’s “Certified Logo” shall be considered Proprietary Information for purposes of this Agreement.
Sample 1
Use and Protection of Proprietary Information. All non-public technical or business information disclosed by one party to the other party in the course of providing or receiving Services under this Agreement shall be held in confidence, deemed the property of the disclosing party and returned upon request, provided that such information has been provided in tangible form (which for this purpose includes electronic mail and comparable transmissions) and is marked as proprietary by the disclosing party prior to or promptly after its disclosure. Without seeking or purporting to allocate or determine intellectual property or other rights, for purposes of the parties’ non-disclosure obligations hereunder, optimization recommendations, network designs, communications usage data, the identity and configuration of equipment/networks and all Customer Proprietary Network Information (“CPNI”), as that term is or may hereinafter be defined by the Federal Communications Commission, of Customer and Users shall be deemed the Customers property and shall be held in confidence by AT&T regardless of whether it has been provided in tangible form or marked as proprietary, and shall not be deemed the property of AT&T. The receiving party shall: (1) hold such information in confidence for three (3) years after any termination of this Agreement; (2) restrict disclosure of such information on a need to know basis solely to its employees, employees of its affiliated companies, and to its agents and consultants who have executed a non-disclosure agreement substantially in the form of Exhibit ND; and (3) use the same degree of care as it uses for its own proprietary information to prevent the unauthorized disclosure, use or publication of such proprietary information.
Sample 1
Use and Protection of Proprietary Information. (a) Unless provided otherwise in this Agreement, Participant: (i) shall hold the Proprietary Information in trust and confidence; (ii) shall not disclose, reveal, copy, make accessible or make available to any person or entity any Proprietary Information; (iii) shall only use the Proprietary Information for the limited purpose of assisting Participant’s immediate special needs family members, or assisting those special needs individuals whom Participant has participated in an Activity with, or assisting special needs individuals who are the patients/clients of Participant;
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Use and Protection of Proprietary Information. During the term of this Agreement and for a period of three (3) years from the date of its expiration or termination, Recipient agrees to maintain in strict confidence, including but not limited to preventing disclosure to competitors of either WORLDSPAN or AT&T, all Proprietary Information. Recipient shall not, without obtaining the Disclosing Party’s written consent, use Proprietary Information for any purpose other than for purposes associated with the offer or provision of Services to WORLDSPAN and for purposes of AT&T’s design, configuration and provision of Services to WORLDSPAN. Recipient shall use, and shall take reasonable steps to arrange for other persons authorized to receive Proprietary Information to use, due care to protect such information. Recipient may produce extracts and summaries of the Proprietary Information consistent with its permitted use of the information.
Sample 1
Use and Protection of Proprietary Information. 8.1 SAC acknowledges and agrees that all code, inventions, algorithms, know-how, ideas, software, and all other business, technical and financial information relating to the Products ("Proprietary Information") embody proprietary information of substantial value to Inter-Con. However, Inter-Con and SAC acknowledge and agree that the code, inventions, algorithms, knowledge, ideas, and software included in the Proprietary Information may be used by SAC in the development of other non-competitive products. Accordingly, SAC agrees that it will not use the Proprietary Information itself or for the benefit of any other person to develop products which would compete directly or indirectly with any of the Products or any improvements of such Products and SAC shall maintain all Inter-Con business and financial information in confidence and shall neither use, copy or disclose, nor permit any personnel of SAC to use, copy, or disclose, such business and financial information for any purpose not specifically authorized under this Agreement or otherwise. In the event that Inter-Con or any successor or assign of Inter-Con for any reason abandons either the business of marketing, distributing or manufacturing the Products or similar products for a period of twelve (12) consecutive months, then the foregoing non-competition covenant agreement of SAC contained herein shall be null, void and of no further force and effect. 8.2 SAC shall require that the Products' software and hardware design documents be kept in separate, secure drawers, cabinets, or storage rooms, subject to restricted access by only select, authorized persons. 8.3 SAC acknowledges that any use or disclosure of Proprietary Information by SAC or its personnel in a manner not authorized by this Agreement would likely cause Inter-Con irreparable damage that could not be fully remedied by monetary damages. The parties therefore agree that Inter-Con shall have the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary or appropriate to prevent such unauthorized or unlawful action. 8.4 Notwithstanding anything to the contrary, the provisions of this Section 8 shall not apply to information which: (i) is or has become readily available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclos...
Sample 1
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Related to Use and Protection of Proprietary Information

  • Protection of Proprietary Information “Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in the relevant industry; (ii) which afford possessors of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other as it employs to avoid unauthorized disclosure or publication of its own information of a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the other party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrate

  • Definition of Proprietary Information The Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company and the Executive as proprietary and confidential (the “Proprietary Information”).

  • Use of Proprietary Information Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

  • Return of Proprietary Information 20.6.1 All Proprietary Information, other than Derivative Information, shall remain the property of the Disclosing Party, and all documents or other tangible media delivered to the Receiving Party that embody such Proprietary Information shall be, at the option of the Disclosing Party, either promptly returned to Disclosing Party or destroyed, except as otherwise may be required from time to time by Applicable Law (in which case the use and disclosure of such Proprietary Information will continue to be subject to this Agreement), upon the earlier of (i) the date on which the Receiving Party’s need for it has expired and (ii) the expiration or termination of this Agreement. 20.6.2 At the request of the Disclosing Party, any Derivative Information shall be, at the option of the Receiving Party, either promptly returned to the Disclosing Party or destroyed, except as otherwise may be required from time to time by Applicable Law (in which case the use and disclosure of such Derivative Information will continue to be subject to this Agreement), upon the earlier of (i) the date on which the Receiving Party’s need for it has expired and (ii) the expiration or termination of this Agreement. 20.6.3 The Receiving Party may at any time either return the Proprietary Information to the Disclosing Party or destroy such Proprietary Information. If the Receiving Party elects to destroy Proprietary Information, all copies of such information shall be destroyed and upon the written request of the Disclosing Party, the Receiving Party shall provide to the Disclosing Party written certification of such destruction. The destruction or return of Proprietary information shall not relieve any Receiving Party of its obligation to continue to treat such Proprietary Information in the manner required by this Agreement.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

  • Nondisclosure of Proprietary Information (a) Except in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 7(c) or (e), Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any confidential or proprietary information or trade secrets of or relating to the Company (including business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive proposes to disclose or use such information, provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 7(a) or any other similar provision by which Executive is bound, or from any third-party known by Executive to be breaching a provision similar to that found under this Section 7(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. (b) Upon termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s customers, business plans, marketing strategies, products, property or processes, provided that Executive may retain his compensation-related information, personal journal and rolodex, address book, appointment book, calendar and/or contact list. (c) Notwithstanding Section 7(a), Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest practicable notice thereof, shall, as much in advance of the return date as practicable, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s sole expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules. (d) As used in this Section 7 and Section 8, the term “Company” shall include the Company and its direct and indirect subsidiaries. (e) Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 7(c) above), (ii) disclosing information and documents to Executive’s attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations.

  • Trade Secrets and Proprietary Information Executive recognizes and ----------------------------------------- acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered "confidential information" of the Company for the purposes of this Agreement. In consideration of his employment and engagement as a consultant, Executive agrees that he will not, during or after the Term, without the consent of the chief executive officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company's business in accordance with Company policies or instructions or authorization from the chief executive officer, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event Executive is required to make disclosure pursuant to legal process, Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company's confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Paragraphs 6, 7 and 8 of this Agreement, the term "Company" shall include the Company, its parent, its subsidiaries and affiliates.

  • Confidential Information Protections 4.1 At all times during and after the Employee’s employment, the Employee will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with the Employee’s work for Company, or as expressly authorized by the Board. The Employee will obtain the written approval of the Board before publishing or submitting for publication any material (written, oral, or otherwise) that relates to the Employee’s work at Company and/or incorporates any Confidential Information. The Employee hereby assigns to Company any rights the Employee may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

  • Non-Disclosure of Proprietary Information The Officer acknowledges that all Proprietary Information is received or developed by him in confidence and is the property of the Company. During the period of engagement and thereafter, the Officer will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company: (i) disclose, publish or make available, other than to an authorized employee, officer, or Officer of the Company, any Proprietary Information; (ii) sell, transfer or otherwise use or exploit any Proprietary Information; (iii) permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or (iv) retain upon termination or expiration of the Period of Engagement any Proprietary Information, any copies thereof or any other tangible or retrievable materials containing or constituting Proprietary Information.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information. B. Notwithstanding the foregoing, both parties agree that there will be no obligation to protect any portion of the Information that is either: 1) made publicly available by the owner of the Information or lawfully disclosed by a nonparty to this Agreement; 2) lawfully obtained from any source other than the owner of the Information; or 3) previously known to the receiving party without an obligation to keep it confidential.

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