Common use of Proprietary Rights and Confidentiality Clause in Contracts

Proprietary Rights and Confidentiality. 7.1 Vendor acknowledges and agrees that the CHC Materials, CHC Services, and all intellectual property rights (including, without limitation, copyright, patent, trade secrets, confidential information rights, and moral rights) derived or devolving from the CHC Materials or the performance of the CHC Services, and all derivative works of the CHC Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and Confidential Information of CHC subject to Section 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Vendor or Vendorís Customers pursuant to this Agreement. Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, any portion of the CHC Materials or CHC Services. Except as specifically authorized by CHC in writing, Vendor may not copy any portion of the CHC Materials, or modify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Vendor shall cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting CHC Materials, and/or CHC Services. The breach or threatened breach by Vendor of any provision of this Article 7 will subject Vendor, at CHCís option, to the immediate termination of all Vendorís rights hereunder, and CHC shall be entitled to an injunction restraining such breach without limiting CHCís other remedies for such breach or threatened breach, including recovery of damages from Vendor.

Proprietary Rights and Confidentiality. 7.1 Vendor 6.1 Provider acknowledges and agrees that the CHC ENVOY products, ENVOY Materials, CHC ENVOY Services, and all intellectual property rights (including, without limitation, copyright, patent, trade secrets, confidential information rights, and moral rights) derived or devolving from the CHC ENVOY Products, ENVOY Materials or the performance of the CHC ENVOY Services, and all derivative works of the CHC ENVOY Products, ENVOY Materials, CHC ENVOY Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís ENVOY’s business and may be provided to third parties by CHC ENVOY and its Affiliates consistent with law. Vendor Provider further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC ENVOY and “Confidential Information Information” of CHC ENVOY subject to Section 7.2 6.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC ENVOY or its licensor, except for the limited license rights granted Vendor or Vendorís Customers Provider pursuant to this Agreement. Vendor Provider will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, engineer any portion of the CHC Materials or CHC ServicesENVOY Products. Except as specifically authorized by CHC ENVOY in writing, Vendor Provider may not copy any portion of the CHC ENVOY Products, ENVOY Materials, or modify or transfer the CHC ENVOY Products or ENVOY Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC ENVOY Products or ENVOY Materials. Vendor Provider shall cooperate with CHC ENVOY in any claim or litigation against third parties that CHC ENVOY may determine to be appropriate to enforce its property rights respecting CHC MaterialsENVOY Products, ENVOY Materials and/or CHC ENVOY Services. The breach or threatened breach by Vendor Provider of any provision of this Article 7 6 will subject VendorProvider, at CHCís ENVOY’s option, to the immediate termination of all Vendorís Provider’s rights hereunder, and CHC ENVOY shall be entitled to an injunction restraining such breach without limiting CHCís ENVOY’s other remedies for such breach or threatened breach, including recovery of damages from VendorProvider.

Proprietary Rights and Confidentiality. 7.1 Vendor acknowledges and agrees that the CHC WebMD Products, WebMD Materials, CHC WebMD Services, and all intellectual property rights (including, without limitation, copyright, patent, trade secrets, confidential information rights, and moral rights) derived or devolving from the CHC WebMD Products, WebMD Materials or the performance of the CHC WebMD Services, and all derivative works of the CHC WebMD Products, WebMD Materials, CHC WebMD Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís WebMD’s business and may be provided to third parties by CHC WebMD and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC WebMD and “Confidential Information Information” of CHC WebMD subject to Section 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC WebMD or its licensor, except for the limited license rights granted Vendor or Vendorís Vendor’s Customers pursuant to this Agreement. Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, any portion of the CHC Materials or CHC ServicesWebMD Products. Except as specifically authorized by CHC WebMD in writing, Vendor may not copy any portion of the CHC WebMD Products, WebMD Materials, or modify or transfer the CHC WebMD Products or WebMD Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC WebMD Products or WebMD Materials. Vendor shall cooperate with CHC WebMD in any claim or litigation against third parties that CHC WebMD may determine to be appropriate to enforce its property rights respecting CHC WebMD Products, WebMD Materials, and/or CHC WebMD Services. The breach or threatened breach by Vendor of any provision of this Article 7 will subject Vendor, at CHCís WebMD’s option, to the immediate termination of all Vendorís Vendor’s rights hereunder, and CHC WebMD shall be entitled to an injunction restraining such breach without limiting CHCís WebMD’s other remedies for such breach or threatened breach, including recovery of damages from Vendor.

Proprietary Rights and Confidentiality. 7.1 Vendor acknowledges and agrees that the CHC Materials, CHC Services, and all intellectual property rights (including, without limitation, copyright, patent, trade secrets, confidential information rights, and moral rights) derived or devolving from the CHC Materials or the performance of the CHC Services, and all derivative works of the CHC Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and Confidential Information ìConfidential Informationî of CHC subject to Section 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Vendor or Vendorís Customers pursuant to this Agreement. Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, any portion of the CHC Materials or CHC Services. Except as specifically authorized by CHC in writing, Vendor may not copy any portion of the CHC Materials, or modify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Vendor shall cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting CHC Materials, and/or CHC Services. The breach or threatened breach by Vendor of any provision of this Article 7 will subject Vendor, at CHCís option, to the immediate termination of all Vendorís rights hereunder, and CHC shall be entitled to an injunction restraining such breach without limiting CHCís other remedies for such breach or threatened breach, including recovery of damages from Vendor.