Intellectual Property Rights and Confidentiality. 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.
3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.
Intellectual Property Rights and Confidentiality. 3.1 Party A enjoys exclusive and ownership rights and interests to all rights, title, interests and intellectual property rights generated or created in order to perform this Agreement, including but not limited to copyrights, patents, patent applications, trademarks, software, technical secrets, trade secrets, and others, no matter whether they are developed by Party A or Party B.
3.2 Both Parties acknowledge that any oral or written information exchanged in respect hereof shall be confidential information. Each Party shall keep confidential all such information and, without the written consent of the other Party, may not disclose to any third party any relevant information, unless: (a) the public is or will be aware of such information (which is not caused by any disclosure by the receiving Party to the public); (b) such information shall be disclosed as required by applicable laws or the rules or provisions of any securities exchange; (c) either Party is required to disclose such information to its legal consultant or financial consultant with respect to any transaction provided for hereunder, and such legal consultant or financial consultant is also required to be bound by confidentiality obligation similar to that provided for in this clause. The disclosure of any confidential information by any staff or organization employed by either Party shall be deemed as disclosure of such confidential information by such Party, and such Party shall bear legal liability for its violation hereof. This clause shall survive the termination hereof for whatever reason.
3.3 Both Parties agree that this clause shall remain in force no matter whether this Agreement is changed, revoked or terminated.
Intellectual Property Rights and Confidentiality. 5.1 Any and all intellectual property rights provided by Party A for Party B with respect to the technology support and technology services under this Agreement, including, but not limited to, copyright, patent right, know-how, trade secrets, etc, shall belong solely and exclusively to Party A. Without Party A’s written consent, Party B shall not transfer or license these intellectual property rights to any third party.
5.2 Party B shall keep confidential Party A’s confidential data and information made available to or given access to it from the technology support and technology services rendered by Party A (hereinafter referred to as “Confidential Information”). Without Party A’s written consent, Party B shall not disclose, give or transfer the Confidential Information to any third party. Once this Agreement is terminated, Party B shall return to Party A all documents, materials or software containing the Confidential Information or destroy them according to Party A’s requirements, delete any Confidential Information from all memory devices concerned and not continue to use such Confidential Information. Party B shall cause its employees, agents or consultants to comply with these obligations.
5.3 Both parties agree that their respective confidential obligations shall survive the modification or termination of this Agreement until the Confidential Information is or becomes public domain.
5.4 Party B undertakes that if it violates the foregoing provisions, it will compensate the losses thus incurred to Party A.
Intellectual Property Rights and Confidentiality. 1) The rights, titles, ownerships and interests in, to and of any and all intellectual properties arising out of the performance by Party B of this Agreement shall belong to Party B exclusively, including but not limited to, the copyrights, patents, know-how, trade secrets.
2) With the right-holders’ written declaration of consent, Party A may accept as the assignee the rights, titles, ownerships and interests in, to and of any and all intellectual properties arising out of the performance by Party B of this Agreement, with the method of assignment to be separately negotiated and determined by the parties hereto.
3) Party B agrees that it will use its reasonable and best efforts to protect and keep confidential partial or all of Party A’s information that is marked as “Confidential” or known by Party B as confidential information (“Confidential Information”). Unless agreed by Party A in writing in advance, Party B shall not disclose, provide or transfer, to any third party any of such Confidential Information. Upon expiry or termination of this Agreement, Party B shall return to the owner(s) of the Confidential Information as requested by Party A, or destroy on its own, any and all documents, materials and/or software containing the Confidential Information, and shall delete any and all Confidential Information in all electronic devices owned by Party B and shall not use any of such Confidential Information any longer.
4) Upon expiry or termination of this Agreement, Paragraphs 1), 2) and 3) of this Section 4 shall survive.
Intellectual Property Rights and Confidentiality. The Licensed Programs and Documentation, including, without limitation, any copies or compilations made by or for Licensee, in whole or in part, are the sole property of Company or its licensors. All intellectual property rights in the Licensed Programs and associated Documentation belong exclusively to Company or its licensors. Company and/or its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Programs and all modifications, enhancements or other works derivative of the Licensed Programs. Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation, which records shall be available for audit by Company as described in Section 12.7. Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of Company, except to Users and/or Named Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users and/or Named Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation may constitute proprietary information or trade secrets of Company or other owner. In such cases, Licensee shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter. Such confidential information may only be disclosed to the extent required by law but in this case, such disclosure shall not relieve Licensee of Licensee's confidentiality obligations with respect to any other party.. Licensee acknowledges and agrees that the Licensed Programs may contain
(i) protection keys and/or (ii) electronic devices generated through the Licensed Programs (watermarks). Such electronic devices may appear when running the Licensed Programs and remain visible at display. Licensee undertakes not to remove, tamper with or otherwise erase such electronic devices. Licensee shall not reverse engineer, decompile, disassemble, or otherwise translate all...
Intellectual Property Rights and Confidentiality. 8.1 In this clause:
Intellectual Property Rights and Confidentiality. 9.1. LICENSEE acknowledges and explicitly recognises that all intellectual property rights in the Software, including computer programs, related documentation, associated materials and all copies thereof, will be and remain the sole property of INGECIBER. LICENSEE agrees to reproduce the copyright statements on all complete or partial copies made of the Software and/or Documentation.
9.2. LICENSEE will not use INGECIBER’s logo or trademarks in its own marketing materials, without first obtaining INGECIBER’s written authorization.
9.3. Disclosure of any marked confidential information will be limited to the LICENSEE’s employees and Contract Users having a need to access the Software in order to exercise the license. LICENSEE will take all measures necessary to maintain confidence and secrecy on all confidential information for the duration of the license and after its termination. The obligations of this section shall not extend to any information which:
(i) was lawfully known to LICENSEE prior the receipt from INGECIBER or the DISTRIBUTOR; or
(ii) enters the public domain in general through no wrongful act or breach of this Agreement by LICENSEE; or
(iii) is received by LICENSEE from third party having a legal right to disclose such information.
9.4. The Software, as well as all the information and trademarks to it associated, is protected by what disposed in the Berne Convention and the above mentioned law, where the codifying legislation of the intellectual property law, legislation on industrial property and legislation with regard to competence were passed. The user is not allowed to alter or erase the references to the intellectual property rights corresponding to INGECIBER under any circumstances.
Intellectual Property Rights and Confidentiality. 8.1 It is understood and agreed by Customer that all intellectual property rights in the computer programs utilized by Scitor ITS in relation to the Service, and the Network are either licensed to or the property of Scitor ITS and nothing contained in this Agreement shall be deemed to convey title or ownership interest therein to Customer.
8.2 Subject to this Clause 8.2, Scitor ITS warrants that the Service will not infringe third party intellectual property rights in any country where the Service are provided to Customer. If Scitor ITS breaches this warranty it will defend Customer against any claim in respect of any infringement or alleged infringement and will pay resulting costs and damages finally awarded by a court, provided that Customer: (a) promptly notifies Scitor ITS in writing of the claim and; (b) gives Scitor ITS sole control of the defense and all related settlement negotiations. Scitor ITS will either procure the right for Customer to continue using the Service (including the part of the Service that has infringed) or offer alternative Service so that they become non-infringing, at no cost to Customer. Scitor ITS will have no liability for any claim based upon the combination, operation or use of the Service with equipment, data or software not supplied by Scitor ITS if the cause of the infringement cannot be clearly identified. Notwithstanding anything else contained in this Clause 8.2, in no event shall Scitor ITS's liability to Customer in respect of Equipment or software not proprietary to Scitor ITS or an Associated Company of Scitor ITS exceed any intellectual property infringement warranties provided to Scitor ITS or an Associated Company of Scitor ITS by third party equipment and software suppliers.
8.3 Customer and Scitor ITS acknowledge that they will receive confidential information and trade secrets ("Confidential Information") from each other in connection with this Agreement. Confidential Information shall be deemed to include all the information each Party receives from the other Party, except anything designated as not confidential. Customer and Scitor ITS agree to maintain the secrecy of the Confidential Information and agree neither to use it (except for the purposes of performing hereunder) nor to disclose it to anyone outside Customer or Scitor ITS or to anyone within Customer and Scitor ITS who does not have a need to know it in order to perform under this Agreement. Confidential Information shall not include any inform...
Intellectual Property Rights and Confidentiality. The Software, including methods, processes and/or techniques utilized therein, are owned by, proprietary to, and valuable trade secrets of Axosoft and are protected by US copyright law and international treaties. You agree to take no actions that impair or infringe Axosoft’s intellectual property rights in the Software. Axosoft retains all right, title, and interest in and to the Software and the Software License Key(s) and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including, without limitation, registrations, applications, renewals, and extensions of such rights.
Intellectual Property Rights and Confidentiality. 7.1. Optimise owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected with the Services, including but not limited to the software necessary for the Service developed by Optimise and the information that Optimise collects about Affiliates. The Company, by this Agreement, acquires no rights or licenses whatsoever connected with the Service and the software necessary for the Service or Optimise other than that explicitly set out in this Agreement.
7.2. The Company owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected with its brand and Products. Optimise, by this Agreement, acquires no rights or licenses whatsoever connected with the Products other than that explicitly set out in this Agreement.
7.3. The Company agrees to provide Optimise with, and allows Optimise to provide to its Affiliates, a non- exclusive, royalty free licence for the use of its brand and content for the purposes of promoting the Company under this Agreement.
7.4. Neither party shall reveal the trade secrets of the other party nor use such secrets except for the purpose of fulfilling its obligations under this Agreement. The parties shall take all precautions reasonably necessary to prevent an unauthorised disclosure or use of such trade secrets by employees or third parties.
7.5. The Company agrees in particular not to communicate details of its trading terms with Optimise to any Affiliate using the Affiliate Programme.
