Acknowledgment of Proprietary Materials; Limitations on Use Sample Clauses

Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the EDI Software, including any derivative works thereof, and all associated intellectual property rights, are the property of Licensor and that Licensor holds the copyright interests therein, the EDI Software being treated as an unpublished work. Licensee further acknowledges that the EDI Software, including any derivative works, is treated by Licensor as secret and proprietary information of Licensor of substantial value, and Licensee shall treat such information so received in confidence and shall not use, copy, disclose, nor permit any Licensee Personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this Agreement; provided, however, that such covenant shall not be interpreted to prohibit Licensee from retaining reputable expert third-party entities to maintain the EDI Software and from disclosing to such entities such information as is necessary to allow them to maintain the EDI Software, so long as such maintenance entities shall undertake in writing to observe all applicable restrictions set forth in this Article IV with respect to such information as may be so furnished to them by Licensee.
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Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the Software, Data Files and related materials and all trade secrets, copyrights, patents and other intellectual property rights therein are owned by PAHO and are protected by the copyright laws of the United States and other countries. Licensee further acknowledges that the Software, Data Files and related materials embody valuable confidential and trade secret information of PAHO. Licensee agrees to hold the Software, Data Files and related materials in confidence and agrees not to use, copy, or disclose, nor permit any of its personnel to use, copy or disclose the Software, Data Files and related materials for any purpose that is not specifically authorized under this Agreement.
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Acknowledgment of Proprietary Materials; Limitations on Use. ICERS acknowledges that the Licensed Programs, and all associated intellectual property rights, are asserted by VENDOR to be the property of VENDOR and that VENDOR holds the copyright and other intellectual property interests therein. ICERS further acknowledges that the source code of the Licensed Programs is treated by VENDOR as secret and proprietary information of VENDOR of substantial value, and ICERS shall treat such information so received in confidence and shall not use, copy, disclose, nor permit any ICERS Personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this Agreement; provided, however, that this Section shall not be interpreted to prohibit ICERS from receiving and using the Source Code for the Licensed Programs as provided in Section 19.3 and retaining reputable third-party entities to maintain the System and from disclosing to such entities such information as is necessary to allow them to maintain the System, so long as such maintenance entities shall undertake in writing to observe all applicable restrictions set forth in this Section 16 with respect to such information as may be so furnished to them by ICERS, such entities agree in writing that VENDOR may enforce the terms and conditions of this Agreement as to confidentiality and license restrictions against such entities that are not a Direct Competitor of VENDOR. This Agreement does not transfer any ownership or title in the Source Code, Licensed Programs or the Documentation to ICERS and all such ownership rights will remain in VENDOR or its suppliers.
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Acknowledgment of Proprietary Materials; Limitations on Use. You acknowledge that the Service Subscription, including its documentation, are protected by the intellectual property laws of the United States and other countries, and that they embody valuable, confidential and trade secret information of Bank or its licensors and/or suppliers. You agree to hold them in confidence and to not use, copy, or disclose, nor permit any of your personnel to use, copy or disclose them for any purpose that is not specifically authorized under this Agreement or the XXXX. You agree that our licensors and suppliers are intended third party beneficiaries of this Subsection entitled “License”) and the XXXX.
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Related to Acknowledgment of Proprietary Materials; Limitations on Use

  • Restriction on Disclosure and Use of Confidential Information and Trade Secrets Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Restricted Period use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

  • Limitations on Use of Information The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Access, Information and Confidentiality (i) From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will permit, and shall cause each of the Company’s Subsidiaries to permit, Treasury, the Oversight Officials and their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that:

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

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