Common use of Ownership and Confidentiality Clause in Contracts

Ownership and Confidentiality. Customer acknowledges and agrees that the Software, including all authorized and unauthorized copies, are proprietary to and valuable trade secrets of M&I, and Customer shall maintain their confidential nature. Customer agrees that the Software shall be used only in accordance with this Agreement, and Customer shall not assign (except as provided for in Section 20), sell, lease, market, transfer, or reproduce (except as provided in Section 14) the Software or any modification thereto to or for others. Customer shall limit access to the Software to Customer's employees or third parties, when such persons (1) are performing services for the Customer, related to the Customer's authorized use of the Software; and (2) have a valid need to know or use the Software; provided that Customer shall advise such persons of the Customer's confidentiality obligations and establish procedures designed to prevent unauthorized use and access. Customer shall exercise all reasonable precautions to prevent access to the Software by persons not authorized by terms of this Agreement. Customer shall store the Software in a secure place at all times it is not being used. In addition, Customer shall take reasonable and appropriate measures to prevent copying, distribution, reverse engineering, and reverse compiling of the Software. Customer recognizes that the Software may be patented, copyrighted, trademarked, or otherwise protected by M&I and Customer will not undertake to patent, copyright, trademark, or otherwise apply for a proprietary grant or right with respect to the Software.

Appears in 2 contracts

Samples: Data Processing Services Agreement (Columbia Bancorp), Data Processing Services Agreement (Cobancorp Inc)

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Ownership and Confidentiality. Customer acknowledges and agrees that the Software, including all authorized and unauthorized copies, are proprietary to and valuable trade secrets of M&I, and Customer shall maintain their confidential nature. Customer agrees that the Software shall be used only in accordance with this Agreement, and Customer shall not assign (except as provided for in Section 20)assign, sell, lease, market, transfer, reproduce, or reproduce (except as provided in Section 14) disclose the Software or any modification thereto to or for others. Customer shall limit access to the Software to Customer's employees or third parties, when such persons (1) are performing services for the Customer, related to the Customer's authorized use of the Software; and (2) have a valid need to know and have established a legal obligation with the Customer to protect the Software from unauthorized copying or use the Software; provided that Customer shall advise such persons of the Customer's confidentiality obligations and establish procedures designed to prevent unauthorized use and accessuse. Customer shall exercise all reasonable precautions to prevent access to the Software by persons not authorized by terms of this Agreement. Customer shall store the Software in a secure place at all times it is not being used. In addition, Customer shall take reasonable and appropriate measures to prevent copying, distribution, reverse engineering, and reverse compiling of the Software. Customer recognizes that the Software may be patented, copyrighted, trademarked, or otherwise protected by M&I M&I, and Customer will not undertake to patent, copyright, trademark, or otherwise apply for a proprietary grant or right with respect to the Software.

Appears in 1 contract

Samples: Software License Agreement (Valley National Corp /De/)

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Ownership and Confidentiality. Customer acknowledges and agrees that the Software, including all authorized and unauthorized copies, are proprietary to and valuable trade secrets of M&IM&I or Easel Corporation, as the case may be, and Customer shall maintain their confidential nature. Customer agrees that the Software shall be used only in accordance with this Agreement, and Customer shall not assign (except as provided for in Section 2021), sell, lease, market, transfer, or reproduce (except as provided in Section 1415) the Software or any modification thereto to or for others. Customer shall limit access to the Software to Customer's employees or third parties, when such persons (1) are performing services for the Customer, related to the Customer's authorized use of the Software; and (2) have a valid need to know or use the Software; provided that Customer shall advise such persons of the Customer's confidentiality obligations and establish procedures designed to prevent unauthorized use and access. Customer shall exercise all reasonable precautions to prevent access to the Software by persons not authorized by terms of this Agreement. Customer shall store the Software in a secure place at all times it is not being used. In addition, Customer shall take reasonable and appropriate measures to prevent copying, distribution, reverse engineering, and reverse compiling of the Software. Customer recognizes that the Software may be patented, copyrighted, trademarked, or otherwise protected by M&I or Easel Corporation, as the case may be, and Customer will not undertake to patent, copyright, trademark, or otherwise apply for a proprietary grant or right with respect to the Software.

Appears in 1 contract

Samples: Data Processing Services Agreement (Team Financial Inc /Ks)

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