Protection of Proprietary Information. The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.
Protection of Proprietary Information. 10.1. Each party will keep in confidence and protect Proprietary Information from disclosure to third parties and restrict its use to that which is provided for in this Agreement. Either party acknowledges that unauthorised disclosure or use of Proprietary Information may cause substantial economic loss. All printed materials, containing Proprietary Information will be marked with “Proprietary” or “Confidential”, or in a manner which gives notice of its proprietary nature. Proprietary Information shall not be copied, in whole or in part, except when essential for correcting, generating or modifying Proprietary Information for either party's authorized use. Each such copy, including its storage media, will be marked with all notices, which appear on the original.
10.2. Each party shall ensure that its employees comply with its obligations under this section 10.
10.3. This section 10 shall survive termination or cancellation of this Agreement.
10.4. This Agreement does not transfer to either party title to any intellectual property contained in any Proprietary Information of the other party.
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...
Protection of Proprietary Information. (a) The Executive shall not at any time during his or her employment or at any time thereafter, without consent of the Company, disclose to any person any material confidential information obtained by the Executive while employed by the Company unless the disclosure of such information is required by law, or is made in connection with the proper performance of the Executive's duties with the Company. For the purposes of this Agreement, "confidential information" shall not include any information (i) known generally to the public; or (ii) accessible to a third party on an unrestricted basis.
(b) The Executive agrees that he or she will not, directly or indirectly, during the Agreement Term while employed by the Company and for a period of twelve (12) months from the date he or she ceases to be an employee of the Company, for the benefit of any Business, solicit or offer employment to any officer of the Company employed or engaged by the Company at the time he or she ceased to be employed by the Company, or who was an employee with the Company during the twelve (12) month period immediately preceding such time, PROVIDED THAT, nothing in this paragraph 5 shall restrict any recruitment by means of general advertisement. Nothing in this paragraph 6 shall be construed to adversely affect the rights that the Company would possess in the absence of the provisions of such paragraph.
Protection of Proprietary Information. (a) I acknowledge that during the term of employment with the Company, I will learn certain Trade Secrets and/or Confidential Information regarding the Company and its business. Such information includes, without limitation, the following materials and information (whether or not reduced to writing and whether or not patentable or protected by copyright): technology, software, programs, plans, procedures, strategies, technical matters regarding Company products, formulations, business opportunities, methods of operation and production, financial data, including costs, margins, payment terms and credit records, pricing, lists of actual and potential customers and suppliers and related data, customer preferences and plans for satisfying customer needs and preferences, marketing strategies, models, plans for development and expansion, and information about Company personnel and their abilities and compensation. I acknowledge that the Company has developed and will develop Trade Secrets and Confidential Information as an integral part of its business and with considerable investment, and that the Company has a legitimate business interest in protecting the confidentiality of this information, and that disclosure of this information to, or the use of this information on behalf of competitors of the Company could cause serious injury to the Company.
(b) During my employment and for two (2) years after the termination of my employment for any reason, I will hold in strictest confidence and will not disclose, communicate or divulge to, or use for my own benefit or the benefit of another, any Confidential Information or Inventions.
(c) Notwithstanding section (b) above, for such Proprietary Information constituting Trade Secrets under the Georgia Trade Secrets Act of 1990, as may be amended from time to time (the “Act”), I will maintain the confidentiality of such Trade Secrets for as long as is permitted under the Act.
(d) Section 2 will not apply to any information which:
(i) is or becomes publicly known under circumstances involving no breach by me of the terms of this Section 2, however, Proprietary Information shall not be publicly known by reason of such information’s or item’s being available in isolated segments in two or more readily available public documents,
(ii) is generally disclosed to third parties by SCRX without restriction on such third parties, or
(iii) is approved for release by written authorization of the Board of Directors of the Company, ex...
Protection of Proprietary Information. Dental Group recognizes that ------------------------------------- due to the nature of this Agreement, Dental Group will have access to trade secrets and other confidential information of a proprietary nature owned by Manager ("Proprietary Information"). "Proprietary Information" includes all information and any idea which a reasonable person would believe is confidential, in whatever form, tangible or intangible, pertaining in any manner to the business of Manager or any subsidiary or affiliate of Manager, unless (i) the information is or becomes publicly known through lawful means, (ii) the information was rightfully in Dental Group's possession or part of its general knowledge prior to the Effective Date or (iii) the information is subsequently disclosed to Dental Group by a third party without breach of this Agreement and without restriction on its use. Proprietary Information includes, but is not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by or for the operation of facilities managed by Manager. Dental Group acknowledges and agrees that Manager has a proprietary interest in all such Proprietary Information and that all such information constitutes confidential and proprietary information and is the trade secret property of Manager. Dental Group hereby waives any and all right, title and interest in and to such Proprietary Information and agrees to return all copies thereof and Proprietary Information related thereto to Manager, at Dental Group's expense, upon the termination of this Agreement. Dental Group further acknowledges and agrees that Manager is entitled to prevent its competitors from obtaining and utilizing its Proprietary Information. Therefore, Dental Group agrees to hold Manager's Proprietary Information in strictest confidence and not to disclose it or allow it to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Manager or Dental Group, without the prior written consent of Manager. Dental Group shall not, either during the term of this Agreement, or at any time after the expiration or earlier termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Manager or Dental Group any Proprietary Infor...
Protection of Proprietary Information. 9.1 The Master Distributor agrees to maintain in confidence and not to copy, reproduce, distribute, or disclose to any third party, without the prior written approval of PVI, any Proprietary Information.
9.2 All sales of the Services (inclusive of license of the Licensed Software) to Dealers and Agents are of the material and tangible Services only. These sales, however, do not include the sale of Services design (and source and/ or object codes pertaining to the Licensed Software) which are Proprietary to PVI. To the extent any such Proprietary Information is made available to the Master Distributor, it is done on a confidential basis. The Master Distributor will neither disclose circuitry design details nor principles, nor software codes (of any kind related), nor copy them for purposes of manufacture, nor attempt to reverse-engineer (de-compile) or otherwise alter the Services for any purpose whatsoever.
9.3 With respect to the Proprietary Information relating to the Master Distributor's business which is made available to PVI by the Master Distributor to allow PVI to perform its obligations under this Agreement, PVI will instruct its personnel to keep such information confidential by using the same care and discretion that PVI uses with data which PVI designates as Proprietary Information. However, PVI shall not be required to keep confidential any data which is or becomes publicly available, is already in PVI's possession, is independently developed by PVI outside the scope of this Agreement, or is legally obtained form third parties. In addition, PVI shall not be required to keep confidential and may use for PVI's benefit any ideas, concepts, know-how, or techniques relating to PVI's Services submitted to PVI or developed during the term of this Agreement by PVI personnel or jointly by PVI and the Master Distributor's personnel, unless otherwise mutually agreed to by PVI and Master Distributor.
9.4 The obligations of the Parties under this Section 9 shall survive the expiration or termination of this Agreement, for whatever reason, and shall be binding upon the Parties, their successors and/or assigns.
9.5 The Parties acknowledge that the obligations and promises under this Section 9 are of a special, unique character which gives them particular value, and that a breach thereof could result in irreparable and continuing damage for which there can be no reasonable or adequate damages, remedy, or compensation in an action of law. Each Party shall be en...
Protection of Proprietary Information. Each of the Company Entities has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Company Entities or any Company Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by any of the Company Entities and now used in its business has been disclosed or licensed to any escrow agent or other Person.
Protection of Proprietary Information. The Company has taken all necessary and appropriate steps to protect, preserve and maintain the secrecy and confidentiality of the Company IP Rights and all Seller’ ownership interests and proprietary rights therein.
Protection of Proprietary Information. Executive acknowledges that the continued success of the Company and its Subsidiaries and Affiliates depends upon the use and protection of a large body of Proprietary Information. Executive agrees that he or she shall not disclose or use at any time, either during his or her employment with the Company or thereafter, any Proprietary Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Board or otherwise under this Agreement. Executive shall take all reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. The foregoing shall not, however, prohibit disclosure by Executive of Proprietary Information that has been published in a form generally available to the public prior to the date Executive proposes to disclose such information. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. Executive agrees to deliver immediately to the Company at the termination of his employment, or at any other time the Company may request in writing, all copies and embodiments, in whatever form, of memoranda, notes, plans, records, reports and other documents (and copies thereof), relating to the business of the Company or its Subsidiaries or Affiliates (including, without limitation, all Proprietary Information or Intellectual Property) that he may then possess or have under his control.
