Disclosure of Proprietary Information. If, at any time, the Officer becomes aware of any unauthorized access, use, possession or knowledge of any Proprietary Information, the Officer shall immediately notify the Company. The Officer shall provide all reasonable assistance to the Company to protect the confidentiality of any such Proprietary Information that the Officer may have directly or indirectly disclosed, published or made available to third parties in breach of this Agreement, including, but not limited to, reimbursement for any and all solicitor's fees that the Company may incur to protect its rights therein. The Officer shall take all reasonable steps requested by the Company to prevent the recurrence of such unauthorized access, use, possession or knowledge.
Disclosure of Proprietary Information. Optionee shall promptly disclose to the Company, in such form and manner as the Company may reasonably require, all operations, systems, services, methods, developments, inventions, improvements and other information or data pertaining to the business or activities of the Company as are conceived, originated, discovered or developed by Optionee (whether or not copyrighted or patented) during the term of his employment with the Company, whether before or after the execution of this Agreement. It is understood that such information is proprietary in nature and shall be, as between the Company and Optionee, for the exclusive use and benefit of the Company and shall be and remain the property of the Company. If so requested by the Company, Optionee shall execute and deliver to the Company any instrument as the Company may reasonably request to effectuate the assignment of any such proprietary information to the Company.
Disclosure of Proprietary Information. Employee recognizes and ----------------------------------------- acknowledges that the Trade Secrets (as defined below) and Confidential Information (as defined below) of the Company and its affiliates and all physical embodiments thereof (as they may exist from time-to-time, collectively, the "Proprietary Information") are valuable, special and unique assets of the Company's and its affiliates' businesses. Employee further acknowledges that access to such Proprietary Information is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that, except with respect to those duties assigned to him by the Company, Employee shall hold in confidence all Proprietary Information and will not reproduce, use, distribute, disclose, publish or otherwise disseminate any Proprietary Information, in whole or in part, and will take no action causing, or fail to take any action necessary to prevent causing, any Proprietary Information to lose its character as Proprietary Information, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company) under any circumstances.
Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its organization, any Proprietary Information. The Receiving Party and its personnel shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, representatives and employees. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation.
Disclosure of Proprietary Information. NINTENDO has and shall during the Term provide LICENSEE with highly proprietary development information, development tools, emulation systems, programming specifications and related resources and information constituting and incorporating the Licensed Proprietary Information to enable LICENSEE to develop video games for use with the N64 System.
Disclosure of Proprietary Information. Executive will promptly disclose in writing to the Board each improvement, discovery, idea and invention relating to the business of the Company made or conceived by Executive, either alone or in conjunction with others, while employed by the Company or during the Employment Period, or, one (1) year after the termination of his employment with the Company, whichever is later, if such improvement, discovery, idea or invention results from or was suggested by such employment. Executive will not disclose any such improvement, discovery, idea or invention to any person, except the Company. Each such improvement, discovery, idea or invention shall be the sole and exclusive property of, and is hereby assigned to, the Company and at the request of the Company, Executive will assist and cooperate with the Company and any person or persons from time to time designated by the Company to obtain for the Company the grant of any letters patent in the United States and/or any foreign country, covering any such improvement, discovery, idea or invention, and will in conjunction therewith execute such applications, statements, assignments or other documents, furnish such information and data and take all such other action (including without limitation the giving of testimony) as the Company may from time to time reasonably request. Should Executive not be an employee of the Company at the time such cooperation and assistance is rendered, he shall be reimbursed for all reasonable and related out-of-pocket expenses incurred by him.
Disclosure of Proprietary Information. A Proposer may attempt to restrict the disclosure of scientific and technological innovations in which the Proposer has a proprietary interest, or other information that is protected from public disclosure by law, which is contained in the Proposal by marking each response of each such document prominently with the words "Proprietary Information"; • After either a contract is executed pursuant to the RFP, or all submittals are rejected, if access to documents marked "Proprietary Information", as provided above, is requested under the Missouri Sunshine Law, the City will notify the Proposer of the request, and it shall be the burden of the Proposer to establish that such documents are exempt from disclosure under the law. • If the Proposer elects to challenge a formal request for such information made to the City and if the Proposer is unsuccessful in keeping such information closed, the Proposer shall pay for any and all costs, attorney fees and fines that are a result of Proposer's attempt to keep the information closed. • Notwithstanding the foregoing, in response to a formal request for information, the City reserves the right to release any documents if the City determines that such information is a public record pursuant to the Missouri Sunshine Law. The City shall have no liability to any Proposer or anyone else for releasing any Proprietary Information of a Proposer even if the City is negligent in releasing or disclosing any Proprietary Information of any Proposer.
Disclosure of Proprietary Information. During the Term, NINTENDO may provide LICENSEE with highly proprietary development information, development tools, emulation systems, programming specifications and related resources and information constituting and incorporating the Licensed Proprietary Information to enable LICENSEE to develop video games for use with the Game Boy Systems.
Disclosure of Proprietary Information. If, at any time, the Consultant becomes aware of any unauthorized access, use, possession or knowledge of any Proprietary Information, the Consultant shall immediately notify the Company. The Consultant shall provide all reasonable assistance to the Company to protect the confidentiality of any such Proprietary Information that the Consultant may have directly or indirectly disclosed, published or made available to third parties in breach of this Agreement, including, but not limited to, reimbursement for any and all solicitor's fees that the Company may incur to protect its rights therein. The Consultant shall take all reasonable steps requested by the Company to prevent the recurrence of such unauthorized access, use, possession or knowledge.
Disclosure of Proprietary Information. Except as permitted otherwise by law, the Receiving Party shall keep confidential Proprietary Information of the Disclosing Party and Nortel's suppliers using the same degree of care that it uses to safeguard its own Proprietary Information of a similar nature, but not less than reasonable care, and shall not disclose Proprietary Information of the Disclosing Party or of Nortel's suppliers, to any but its own employees with a need to know the Proprietary Information in furtherance of the purposes of this Agreement. With respect to Software, this obligation may be expanded, amplified or modified by the terms of the Software License; in the event of a conflict between a Software License and this Article 5, the Software License shall control.
