Seller Proprietary Information has the meaning set forth in Section 12.9.
Seller Proprietary Information shall have the meaning set forth in Section 5.8(a)(ii).
Seller Proprietary Information has the meaning set forth in Section 6.1.1.
Examples of Seller Proprietary Information in a sentence
Buyer shall not remove or obstruct any copyright notices or other proprietary notices present on any Seller Proprietary Information.
If, in the absence of a protective order or the receipt of a waiver hereunder, Buyer (or any of its Affiliates) is in the opinion of Buyer’s counsel compelled to disclose the Seller Proprietary Information or else stand liable for contempt or suffer other censure or penalty, Buyer (or its Affiliate) may disclose only so much of the Seller Proprietary Information to the party compelling disclosure as is required by Law.
Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Seller Proprietary Information.
Seller agrees to maintain and disclose to the Buyer written records of, and otherwise provide the Company with full access to, the subject matter covered by this Clause and that all such subject matter will be deemed information of the Company and subject to the protection provisions of the Company and Seller Proprietary Information clause.
Seller agrees to maintain and disclose to the Buyer written records of, and otherwise provide Company with full access to, the subject matter covered by this Clause and that all such subject matter will be deemed information of Company and subject to the protection provisions of Company and Seller Proprietary Information clause.
More Definitions of Seller Proprietary Information
Seller Proprietary Information means any and all of Seller’s knowledge, data or information, including Seller Trade Secrets (i) concerning the design, specifications or other characteristics of the Products, except that which Seller has distributed or hereafter approves for distribution to the public and the Products themselves; (ii) which is contained in any material or information provided by Seller for use only by Seller and its distributors, or is marked by Seller as being confidential or proprietary; (iii) regarding the prices and terms of payment paid by or warranties or guarantees extended to any customer (other than Buyer) for any Product, except that which Seller approves for distribution to the public; and/or (iv) lists of Seller’s prospective customers for the purchase of Products. Upon any expiration or termination of this Master Agreement, Buyer and Seller acknowledge and agree that Seller’s customer lists shall no longer be considered to be a part of the Seller Proprietary Information. For the avoidance of doubt, the term “Seller Proprietary Information” does not include (a) any of the Acquired Assets; or (b) (A) information already in the public domain, or that comes into the public domain through no wrongful act of Buyer; (B) information made available to Buyer from third parties who are not under obligation of confidentiality with respect to such information; (C) information that the Buyer can demonstrate was already in Buyer’s possession and not subject to an obligation of confidentiality; and (D) information that Buyer can demonstrate was independently developed by employees of Buyer without reference to the Seller Proprietary Information. Notwithstanding anything to the contrary, Buyer may disclose Seller Proprietary Information pursuant to the requirements of a governmental agency, court order, discovery request in litigation or otherwise where under legal or regulatory compulsion, provided that, to the extent permissible, it gives Seller reasonable advance notice of such required disclosure sufficient to contest such requirement of disclosure or seek a protective order or other appropriate remedy.
Seller Proprietary Information means any and all information regarding Seller, not relating to the Acquired Assets and the Business, together with all information relating to assets other than the Acquired Assets or the Retained Obligations under this Agreement, which has not been or is not generally made available to the public by Seller prior to the Closing Date.
Seller Proprietary Information means all ideas, information, knowledge and discoveries, whether or not patentable, trademarkable or copyrightable, to the extent both related to the Seller-Retained Business and known to the Active Transferred Employees (as defined in the Purchase Agreement) that become employees of Buyer, that are not generally known or generally available to the public, including product specifications, methods, equipment, compositions, technology, patents, know-how, inventions, improvements, designs, business plans, marketing plans, cost and pricing information, internal memoranda, formula, development programs, sales (or lease) methods, customer, supplier and licensee lists, mailing lists, customer usages and requirements, computer programs, information constituting “trade secrets” under applicable law and other confidential technical or business information and data. Notwithstanding the foregoing, the term “Seller Proprietary Information” shall not mean or include information (i) to the extent related to the Divested Business, or (ii) that is or becomes generally available to the public other than as a result of a disclosure by the Parent or any of its Subsidiaries or its or their respective Representatives in violation of this Agreement.
Seller Proprietary Information shall not mean or include information (i) to the extent related to the Divested Business, or (ii) that is or becomes generally available to the public other than as a result of a disclosure by the Parent or any of its Subsidiaries or its or their respective Representatives in violation of this Agreement.
Seller Proprietary Information means all confidential, proprietary and other non-public information relating to any Seller, any of their Affiliates, or any of their businesses, operations, affairs, financial information or prospects, internal governance or Proceedings, including technical specifications, designs, drawings, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data and computer software programs, whether or not marked with a restrictive legend of any Seller or any of their Affiliates, and any other data, information or documentation marked with a restrictive legend of any Seller or any of their Affiliates; provided that “Seller Proprietary Information” shall not include any Transferred Proprietary Information.
Seller Proprietary Information means all confidential or proprietary information, including technical specifications, designs, drawings, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, customer pricing and rebate information, research and development data and computer software programs, to the extent relating to the business, operations or affairs of Seller or any of its Affiliates (including the Target Companies), that is (i) exclusively related to and used or held for use by Seller and its Affiliates (not including the Target Companies) or (ii) primarily (as between Seller and its Affiliates (not including the Target Companies) on the one hand, and the Target Companies, on the other hand), related to and used or held for use by Seller and its Affiliates (not including the Target Companies), whether or not marked with a restrictive legend of Seller or any of its Affiliates (including the Target Companies).
Seller Proprietary Information means all confidential or proprietary information, including technical specifications, designs, drawings, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, customer pricing and rebate information, research and development data and computer software programs, to the extent relating to the business, operations or affairs of Seller or any of its Affiliates (including the