Confidential Proprietary Information Sample Clauses

Confidential Proprietary Information. 14.1 During the Contract Term, either party may provide the other with access to and/or allow them to become familiar with various aspects of their Confidential Information. Both parties shall hold all revealed Confidential Information which has been provided in strict confidence, shall not use in any way or disclose any Confidential Information directly or indirectly to any other party and such information shall be used by Licensee only in those facilities where Licensed Products are manufactured and only in connection with the manufacture, use and sale of Licensed Products. All records, files, documents, information, data and other similar items relating to either party’s business operations, regardless of who prepared them and which are not otherwise in the public domain, shall remain the exclusive property of the owning party. 14.2 Apart from the license granted herein to use the ▇▇▇▇▇ BAHAMA Marks in connection with the manufacture, advertising, promotion, sale, offering for sale and distribution of Licensed Products, this Agreement does not grant Licensee any rights whatsoever in the Confidential Information of Licensor under any of Licensor’s patent(s), patent application(s), trademark(s), trademark applications(s), copyrights, copyright application(s), service ▇▇▇▇(s) or proprietary technology or any other rights in the ▇▇▇▇▇ BAHAMA Marks not granted herein. The use of any proprietary information outside the scope of this grant of license is considered a material breach of this Agreement. THE LICENSEE SHALL NOT USE ANY PROPRIETARY INFORMATION OUTSIDE THE SCOPE OF THIS GRANT OF LICENSE. THE LICENSEE DOES NOT GRANT LICENSOR ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSEE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE. 14.3 In addition to obligations set forth in Section 18 of this Agreement, Licensee shall cause every third party manufacturer, subcontractor, supplier, distributor, transporter, or other similar relationship, that has access to any Confidential Information, or the Licensed Products themselves, to acknowledge by signature the statements set forth upon “Exhibit N.” Within thirty (30) days of establishing a new relationship with such a third party, Licensee shall provide Licensor this properly executed document along with any agreements, such as a Supplier Agreement, that may be necessary at that time.

Confidential Proprietary Information. Each party shall maintain in strict confidence, and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information.

Confidential Proprietary Information. Any information or data furnished by Buyer to Seller under this order in the form of specifications, drawings, reprints, technical information, equipment prototypes, forecasts, schedules, or other technical or business information shall be deemed Buyer Confidential Proprietary Information, shall remain Buyers property, shall be kept confidential, and shall be promptly returned to Buyer at Buyer's request. Seller shall hold in confidence and Seller shall not disclose such information or data except to its own employees or agents as required in the performance of their duties without Buyer's written permission. Seller shall not use such information or data for any purpose other than performing this order. Nothing contained in this Purchase Order limits a Party from filing a truthful complaint, or the Party’s ability to communicate directly to, or otherwise participate in either: (i) any investigation or proceeding with a United States government agency alleging a securities law violation, waste, fraud, or abuse; or (ii) an investigation or proceeding that is protected under a whistleblower provision of a U.S. federal law or regulation. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential.

Confidential Proprietary Information. The Director shall keep confidential all information used in PVAXX business including, but not limited to, the formulation, blend and properties of raw materials or finished product, operating methods, know-how, intellectual property, all machine developments and the like, both written and unwritten, which is

Confidential Proprietary Information. SHP and Group shall not, at any time during the term of this Contract, or after the termination thereof, divulge or convey any confidential information, trade secrets, business plans, proprietary information, knowledge, data or property related to either party or any of its affiliates other than that which is in the public domain, unless authorized by the other party in writing. In the event of any violation or threatened violation of this subparagraph by either party, the other party shall be entitled to immediate injunctive or other equitable relief in addition to any other remedies to which the other party may be entitled under law.

Confidential Proprietary Information. (a) The Consultant acknowledges that, in providing the services set out in this Agreement, it will acquire information about certain matters and things which are confidential and/or proprietary to the Company, and which information is the exclusive property of the Company including: (i) lists of present and prospective customers, distributors, VARs, IMRs, and information related to the types of technology employed by these customers distributors, VARs, IMRs,; (ii) pricing and sales policies, techniques and concepts; (iii) revenue, financial and accounting information; and, (iv) intellectual property and trade secrets. (b) The Consultant acknowledges that the information referred to in paragraph (a) could be used to the detriment of the Company. Accordingly, the Consultant undertakes to treat confidentially all information and agrees not to disclose same to any third party either during the term of this engagement, except as may be necessary in the proper discharge of its responsibilities under this Agreement, or after the date of termination of this Agreement, however caused, except with the written permission of an officer of the Company. (c) The Consultant acknowledges that, without prejudice to any and all rights of the Company, an injunction is a necessary effective remedy to protect the Company’s rights and property as set out in subparagraphs (a) and (b).

Confidential Proprietary Information. The Employee hereby acknowledges that, during his period of engagement, Employee may be exposed, either directly or indirectly, in writing or orally, to confidential and proprietary information belonging to the Company or relating to its affairs. Such information may include, without limitation: (i) technical information; (ii) business information (sales and marketing research, materials, lists, plans, accounting and financial information, identification of contacts and vendors, personnel records and the like); (iii) information or materials received from any third party subject to a duty to maintain the confidentiality thereof and to use such information only for certain limited purposes; (iv) work product of the Employee, the Company or any affiliate of the Company; and (v) other information designated as confidential or proprietary expressly or by the circumstances in which it is provided or created (“Confidential & Proprietary Information”). Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Employee after the effective date hereof without use of the Company’s or any affiliate’s time, resources, or facilities; (ii) information in the public domain through no act of Employee or any other person or; (iii) information received by the Employee outside the scope of engagement hereunder from a third party who was free to disclose it. Employee hereby acknowledges and agrees that the Company is the exclusive owner of all Confidential & Proprietary Information.

Confidential Proprietary Information. The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations;

Confidential Proprietary Information. 11.1 During the Contract Term, either party may provide the other with access to and/or allow them to become familiar with various aspects of their Confidential Information. Both parties shall hold all revealed Confidential Information which has been provided in strict confidence, shall not use in any way or disclose any Confidential Information directly or indirectly to any other party and such information shall be used by Licensor only in those facilities where Licensed Products are manufactured and only in connection with the manufacture, use and sale of Licensed Products. All records, files, documents, information, data and other similar items relating to either party’s business operations, regardless of who prepared them and which are not otherwise in the public domain, shall remain the exclusive property of the owning party. 11.2 Apart from the license granted herein to use the EnteraGam Marks, and the EnteraGam URL in connection with the advertising, promotion, sale, offering for sale and distribution of Licensed Products, this Agreement does not grant Licensee any rights whatsoever in the Confidential Information of Licensor under any of Licensor’s patent(s), patent application(s), trademark(s), trademark application(s), copyrights, copyright application(s), service ▇▇▇▇(s), URL(s), website(s), or proprietary technology or any other rights in the EnteraGam Marks, or EnteraGam URL not granted herein. The use of any proprietary information outside the scope of this grant of license is considered a material breach of this Agreement. LICENSEE SHALL NOT USE ANY PROPRIETARY INFORMATION OUTSIDE THE SCOPE OF THIS GRANT OF LICENSE. LICENSOR DOES NOT GRANT LICENSEE ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSOR BY VIRTUE OF THIS AGREEMENT OR OTHERWISE. LICENSEE DOES NOT GRANT LICENSOR ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSEE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE.