Data Access and Proprietary Information 6.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information of a Party or third party disclosed by a Party; (ii) software provided under this Contract in source code form or identified as subject to this Article; and (iii) tooling identified as subject to this Article: in each case that is obtained, directly or indirectly, from the other in connection with this Contract or Buyer’s contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials excludes information that is, as evidenced by competent records provided by the receiving Party, known to the receiving party or lawfully in the public domain, in the same form as disclosed hereunder, disclosed to the receiving Party without restriction by a third party having the right to disclose it, or developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Materials.
Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.
PROTECTION OF WORK AND PROPERTY Contractor shall erect and properly maintain at all times, as required by conditions and progress of the Work, all necessary safeguards, signs, barriers, lights, and security persons for protection of workers and the public, and shall post danger signs warning against hazards created by the Work. In an emergency affecting life and safety of life or of Work or of adjoining property, Contractor, without special instruction or authorization from District, is permitted to act at his discretion to prevent such threatened loss or injury.
Third Party Proprietary Data The Disclosing Party's Third Party Proprietary Data, if any, will be identified in a separate technical document.
Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.
Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer. Confidentiality
Assignment of Work Product (i) If at any time during the Term or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation.
Contract Database Metadata Elements Title: Spencerport Central School District and Spencerport Paraprofessional Association, New York State United Teachers (NYSUT), American Federation of Teachers (AFT), AFL-CIO (2015) Employer Name: Spencerport Central School District Union: Spencerport Paraprofessional Association, New York State United Teachers (NYSUT), American Federation of Teachers (AFT), AFL-CIO Local: Effective Date: 07/01/2015 Expiration Date: 06/30/2018 PERB ID Number: 6253 Unit Size: Number of Pages: 27 For additional research information and assistance, please visit the Research page of the Catherwood website - xxxx://xxx.xxx.xxxxxxx.xxx/library/research/ For additional information on the ILR School - xxxx://xxx.xxx.xxxxxxx.xxx/ AGREEMENT between the SUPERINTENDENT OF SCHOOLS SPENCERPORT CENTRAL SCHOOL DISTRICT Town of Ogden, Gates, Greece and Parma and SPENCERPORT PARAPROFESSIONAL ASSOCIATION July 1, 2015 - June 30, 2018 TABLE OF CONTENTS ARTICLE PAGE PREAMBLE 1 RECOGNITION 1 ELIGIBLITY FOR BENEFITS 1 ARTICLE 1 DUES DEDUCTION 2 ARTICLE 2 SICK LEAVE 2 ARTICLE 3 PERSONAL LEAVE 3 ARTICLE 4 ILLNESS IN FAMILY 4 ARTICLE 5 FAMILY MEDICAL LEAVE ACT 4 ARTICLE 6 HEALTH INSURANCE 5 ARTICLE 7 WORKER'S COMPENSATION 8 ARTICLE 8 BEREAVEMENT 9 ARTICLE 9 SNOW DAYS AND EMERGENCY CLOSING 9 ARTICLE 10 JURY DUTY 9 ARTICLE 1 WORK YEAR 9 ARTICLE 12 EXTRA HOURS WORKED 10 ARTICLE 13 1:1 AIDES 10 ARTICLE 14 LUNCH & BREAKS 10 ARTICLE 15 LONGEVITY 10 ARTICLE 16 PAID HOLIDAYS 1 ARTICLE 17 SALARY 12 ARTICLE 18 UNUSED SICK DAYS AT RETIREMENT 14 ARTICLE 19 GRIEVANCE PROCEDURE 15 ARTICLE 20 UNPAID LEAVE OF ABSENCE 17 ARTICLE 21 SENIORITY, ASSIGNMENT, AND LAYOFF 18 ARTICLE 22 VACANCY NOTIFICATIONS 20 ARTICLE 23 CREDIT FOR IN-SERVICE COURSES 20 ARTICLE 24 PROBATIONARY PERIOD 21 ARTICLE 25 FLEXIBLE SPENDING ACCOUNT 21 ARTICLE 26 ATTENDANCE INCENTIVE 21 ARTICLE 27 PERSONNEL FILES 22 ARTICLE 28 EVALUATIONS 22 ARTICLE 29 EARLY DISMISSAL - i - 22 ARTICLE 30 DIRECT DEPOSIT 23 ARTICLE 31 PAYROLL DEDUCTION 23 ARTICLE 32 PAYROLL DISTRIUBTION 23 ARTICLE 33 CONFORMITY OF LAW 23 ARTICLE 34 CHAPERONING AND PROCTORING 23 ARTICLE 35 BUS ATTENDANTS 24 ARTICLE 36 DURATION OF AGREEMENT 24 P R E A M B L E The Spencerport Central School District and the Spencerport Paraprofessional Association desire to enter into the agreement in order to effectuate the provisions of the Public Employees' Fair Employment Act and to encourage and increase the effective and harmonious work relationship between the district and the paraprofessionals who comprise the unit members within the bargaining unit represented by the association. The association hereby reaffirms that it will not engage in any strike, or cause, instigate, encourage, assist or condone any strike. The district recognizes the right of these unit members to organize and to bargain collectively through the association on such matters as salaries, hours and other terms and conditions of employment. The agreement is made and entered into on the 23rd day of June, 2015, by and between the Superintendent of Schools, SPENCERPORT CENTRAL SCHOOL DISTRICT, Spencerport, New York, hereinafter referred to as the "district," and the unit members of this unit of aforementioned school district, represented by the SPENCERPORT PARAPROFESSIONAL ASSOCIATION, hereinafter referred to as the "association." RECOGNITION Pursuant to the New York State Public Employees Fair Employment Act, the Board of Education of Spencerport Central School District has recognized the Spencerport Paraprofessional Association, hereinafter referred to as "association," as the exclusive negotiating representative for all Accompanists, Bus Attendants, Licensed Practical Nurses, Microcomputer Maintenance Technicians, School Aides and Teacher Aides employed by said district. ELIGIBILITY FOR BENEFITS All unit members employed by the District on June 30, 2000, while serving in a 27.5 (or more) hours per week position, will be considered as “full time” and will receive all of the benefits of unit members working 30 or more hours per week as detailed in Articles 2, 3, 4, 6, and 12 of this agreement. All unit members hired after June 30, 2000 are eligible for all of the benefits as detailed in Articles 2, 3, 4, 6, and 12 of this agreement and considered “full time” when serving in a 30 (or more) hours per week position. Any unit member hired after July 1, 2000 in a 30 (or more) hours per week capacity who is involuntarily reduced to at least 27.5 hours per week will receive the benefits associated with “full time” employment (Articles 2, 3, 4, 6, and 12). Spencerport Paraprofessional Association - 1 - July 1, 2012 - June 30, 2015
CONFIDENTIAL AND PROPRIETARY ARTICLE 6
