Common use of Proprietary Rights and Confidentiality Clause in Contracts

Proprietary Rights and Confidentiality. MPOWER represents and Customer acknowledges that the MPOWER Software, including the Documentation, is the sole and exclusive property of MPOWER, including, but not limited to, all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and MPOWER retains title to the MPOWER Software and any copies thereof. Customer is not purchasing title to the MPOWER Software or copies thereof, but rather is being granted a license to use the MPOWER Software pursuant to the terms herein. Customer shall not sell, license, transfer, or otherwise make available (except as expressly provided herein) any portion of the MPOWER Software to others, including but not limited to Related Parties and Non-Related Parties for which Customer is providing processing services pursuant to the terms hereof, nor permit the foregoing, except for disclosure of the MPOWER Software to Customer consultants and auditors pursuant to the provisions of Section 14.2 herein, and the disclosure of the User Documentation to Related Parties and Non-Related Parties, pursuant to the provisions of Sections 2.3 and 14.2 herein. Customer agrees to use at least Commercially reasonable methods to secure and protect the MPOWER Software and the Documentation as MPOWER Confidential Information as defined herein, in a manner consistent with the manner in which it protects its own most sensitive confidential information.

Proprietary Rights and Confidentiality. (a) MPOWER represents and Customer acknowledges that the MPOWER Software, including the Documentation, is the sole and exclusive property of MPOWER, including, but not limited to, all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and MPOWER retains title to the MPOWER Software and any copies thereof. Customer is not purchasing title to the MPOWER Software or copies thereof, but rather is being granted a license to use the MPOWER Software pursuant to the terms herein. Customer shall not sell, licenseLicense, transfer, or otherwise make available (except as expressly provided herein) any portion of the MPOWER Software to others, including but not limited to Related Parties and Nonnon-Related Parties for which Customer is providing processing services pursuant to the terms hereof, nor permit the foregoing, except for disclosure of the MPOWER Software to Customer consultants and auditors pursuant to the provisions of Section 14.2 12.2 herein, and the disclosure of the User Documentation to Related Parties and Nonnon-Related Parties, pursuant to the provisions of Sections 2.3 and 14.2 12.2 herein. Customer agrees to use at least Commercially reasonable methods to secure and protect the MPOWER Software and the Documentation as MPOWER Confidential Information as defined herein, in a manner consistent with the manner in which it protects its own most sensitive confidential information.