PROPRIETARY INFORMATION AND MATERIALS Clause Samples

PROPRIETARY INFORMATION AND MATERIALS. New Operator acknowledges and agrees that any and all proprietary and confidential materials and information located at and used in connection with the operation of the Facility, including but not limited to, its policy and procedure manuals, shall be and remain the property of Seller and accordingly that Seller shall remove all of such materials and information from the Facility on or immediately before the Effective Date.

PROPRIETARY INFORMATION AND MATERIALS. All drawings, specifications and other copyrightable documents and any molds, dies, tools, equipment, recipes, trade secrets, patents, trademarks or the like furnished by or on behalf of Nufarm are for use solely with respect to the Order. Vendor (i) will not have any rights to, property or interest in the same except to the extent necessary to execute the Order,

PROPRIETARY INFORMATION AND MATERIALS. By signing this Agreement, you certify that as of the Retirement Date, you promise to return to the Company any and all work product, Company records, and records of confidential and/or proprietary information (inclusive of all information protected as “confidential information” under any agreement you have with the Company) (collectively referred to as “Confidential Information” in this Agreement). You also certify that as of the Retirement Date, you will return all other materials, documents, and/or property belonging to the Company and/or any of its affiliated entities, including the originals and any and all copies thereof, whether in hard copy or electronic form, which were in your possession or under your control, including without limitation files, documents, lists, records, customer information, manuals, reports, software and hardware, laptops, printers, computers, cell phone, iPhone, iPad, tablet, blackberry or other PDA, keys, equipment, identification cards, access card, corporate credit cards, mailing lists, rolodexes, electronic information and files, computer print-outs, and computer disks and tapes, all without any destruction, deletion, alteration or any other type of compromise of the data and/or property, whether such data and/or property was in hard copy or electronic form. Upon the Company's request, you agree to immediately provide the Company with a written affidavit confirming that you have returned all Company property and Confidential Information, and cooperate in providing the Company a means through which it can promptly and independently verify (including by forensic analysis, if necessary) that all Confidential Information has been removed from electronic storage devices, cloud-based storage, and accounts in your possession or control on or after the Retirement Date.

PROPRIETARY INFORMATION AND MATERIALS. 8.2.1. The Consultant acknowledges that his relationship with the Company is one of high trust and confidence and that in the course of his service to the Company he will have access to and contact with Proprietary Information and Materials (as defined in subparagraph 8.2.2 below). The Consultant agrees that he will not, during the Consultation Period or at any time thereafter, disclose to others, or use for his benefit or the benefit of others, any Proprietary Information or Invention. 8.2.2. For purposes of this Agreement, Proprietary Information and Materials shall mean, by way of illustration and not limitation, all information and tangible materials (whether or not patentable and whether or not copyrightable) owned, possessed or used by the Company, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical data, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of performing services as a consultant to the Company. 8.2.3. The Consultant's obligations under this Section 8.2 shall not apply to any information or tangible material that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Section 8.2, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved for release by written authorization of the Board of Directors of the Company. 8.2.4. Upon termination of this Agreement or at any other time upon request by the Company, the Consultant shall promptly deliver to the Company all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or reproductions of such materials) and tangible materials in the possession of Consultant and which were provided to the Consultant by the Company. 8.2.5. The Consultant represents that his retention as a consultant with the Company and his performance under this Agreement does not, and shall not, breach any agreement that obligates h...

PROPRIETARY INFORMATION AND MATERIALS. All drawings, specifications, and other copyrighted documents, as well as any moulds, dies, tools, equipment, recipes, trade secrets, patents, trademarks or the like supplied by or on behalf of Buyer are for Buyer's exclusive use in the context of the Purchase Order. The Supplier (i) shall have no right, title or interest in them, except to the extent necessary to perform the Purchase Order, (ii) shall be responsible for maintaining them in good condition, normal wear and tear and use only being permissible and (iii) upon completion (or cancellation, or earlier termination) of the Purchase Order, these items shall be destroyed or returned without delay if requested by the Buyer.

PROPRIETARY INFORMATION AND MATERIALS. 23.1 Protection of Proprietary Information As used in this Agreement:

PROPRIETARY INFORMATION AND MATERIALS. All materials, including but not limited to drawings, specifications and other copyrightable documents and any moulds, dies, tools, equipment, samples, recipes, trade secrets, patents, trademarks or the like, furnished by or on behalf of Buyer are for use by Supplier solely with respect to the Order. Supplier (i) does not have any rights to or interest in the materials except to the extent necessary to execute the Order, (ii) is responsible for maintaining the materials in proper working order subject only to normal wear and tear, (iii) unless otherwise provided by applicable law, will not reverse engineer, disassemble, deconstruct, examine or decompile all or any portion of the materials provided by Buyer and (iv) upon completion (or earlier cancellation or termination) of the Order, must promptly destroy or return the materials, as requested by Buyer.

PROPRIETARY INFORMATION AND MATERIALS