PROPRIETARY RIGHTS AUDIT Sample Clauses

PROPRIETARY RIGHTS AUDIT. Upon no less than ten (10) business days notice, Sabre shall have access to such portion of TRX’s records and premises to allow Sabre to determine whether TRX is substantially in compliance with this Exhibit and the section entitled “Non-Disclosure” of the Agreement. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during TRX’s regular business hours, (b) arranged so that, to the extent possible, TRX’s regular business activities are minimally disrupted, and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Sabre determines, in good faith, after conducting such audit, TRX is not substantially in compliance with its obligations to protect Sabre’s proprietary rights, TRX shall pay the costs of such audit. Otherwise, Sabre shall pay the costs of such audit. Such payment will not preclude Sabre from exercising any right that it may have under the Agreement. TRX shall immediately correct any deficiencies discovered in the course of the audit.
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PROPRIETARY RIGHTS AUDIT. During the term of the Agreement and for a period of eighteen (18) months thereafter, an independent auditor selected by Adobe shall have access to such portion of EFI's records and premises to allow Adobe to determine whether EFI is substantially in compliance with this Exhibit J, and PARAGRAPH 8 ("Proprietary Rights and Legends") of the Agreement. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during EFI's regular business hours, (b) arranged so that, to the extent possible, EFI's regular business activities are minimally disrupted and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Adobe determines, after conducting such audit, that EFI is not substantially in compliance with its obligations to protect Adobe's proprietary rights, EFI shall pay the costs of such audit. Otherwise, Adobe shall pay the costs of such audit. Such payment will not preclude Adobe from exercising any right which it may have under the Agreement. EFI shall immediately correct any deficiencies discovered in the course of the audit. [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EFI INTERFACES The purpose of this Attachment J-1 is to specify an API for PostScript interpreter setup, execution and page delivery mechanisms. The idea is to clearly define the "current" interface used by EN in the Fiery SW. This will allow EFI to continue to develop front-end SW (Communications, Networking, Spooling, Job Dispatch) & Back-end (Page Delivery) without triggering the application of the restriction against Employment in any Clone Product Development set forth in PARAGRAPH 6(B) of EXHIBIT J. Interpreter Setup & Execution For simplicity EFI would like to maintain a "CPSI like" wrapper external to the clean room. EN would leave the CPSI computational model as is: CPSIlnitialize(init) CPSStartlnterpreter( configuration record, &interpreter) foreach (job) { foreach(buffer in job) CPSlExecutePostScript{ interpreter, Buffer, Length); } CPSIEndOfFile(Interpreter); } CPSlStoplnterpreter(Interpreter); CPSIFinalizeO; Data required for initialization of the Interpreter is available in the configuration record and includes all machine attributes (such as resolutions, Color Spaces, Engine ...
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PROPRIETARY RIGHTS AUDIT. During the term of the Agreement and for a period of eighteen (18) months thereafter, an independent auditor selected by Adobe shall have access to such portion of Adobe Support Information Recipient's records and premises to allow Adobe to determine whether Adobe Support Information Recipient is substantially in compliance with this Exhibit and Paragraph 6 ("Proprietary Rights and Legends") of the Agreement or Paragraph 4 ("Protection of Proprietary Information") of Exhibit B ("Minimum Terms of Peerless OEM Agreements"), as applicable. In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during Adobe Support Information Recipient's regular business hours, (b) arranged so that, to the extent possible, Adobe Support Information Recipient's regular business activities are minimally disrupted and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Adobe determines, after conducting such audit, that Adobe Support Information Recipient is not substantially in compliance with its obligations to protect Adobe's proprietary rights, Adobe Support Information Recipient shall pay the costs of such audit. Otherwise, Adobe shall pay the costs of such audit. Such payment will not preclude Adobe from exercising any right which it may have under the Agreement. Adobe Support Information Recipient shall immediately correct any deficiencies discovered in the course of the audit. EXHIBIT N-2 Additional Secure Procedures for Handling Adobe Restricted Information
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PROPRIETARY RIGHTS AUDIT. During the term of the Agreement and for a period of eighteen (18) months thereafter, an independent auditor selected by Adobe shall have access to such portion of SEC's records and premises to allow Adobe to determine whether SEC is substantially in compliance with this Exhibit and Section 4.1 of the Attachment # 1 In no event shall audits be made hereunder more frequently than once per year. Such access shall be (a) during SEC's regular business hours, (b) arranged so that, to the extent possible, SEC's regular business activities are minimally disrupted and (c) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. If Adobe determines, after conducting such audit, that SEC is not substantially in compliance with its obligations to protect Adobe's proprietary rights, SEC shall pay the costs of such audit. Otherwise, Adobe shall pay the costs of such audit. Such payment will not preclude Adobe from exercising any right that it may have under the Agreement. SEC shall immediately correct any deficiencies discovered in the course of the audit. -------------------------------------------------------------------------------- Draft #6 (March 28, 2000) Page 32 Initials: PSIP___; SEC ___ EXHIBIT B TO ATTACHMENT #1 EXTENDED ROMAN FONT PROGRAM SET Adobe will provide the graphic characters specified in ISO 8859-1: 1987, Latin alphabet No. 1 and ISO 8859-2: 1987, Latin alphabet No. 2, and symbol characters, as applicable, for the following Roman Font Programs:
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PROPRIETARY RIGHTS AUDIT. During the term of this Agreement and for a period of eighteen (18) months thereafter, Xerox may appoint an independent third party who shall have access to such portion of Sandia' records and premises to allow Xerox to determine whether Sandia is substantially in compliance with Paragraph 2.1.2 --------------- ("Protection of Xerox Source") of this Agreement (i.e. that Sandia is observing the agreed upon rules and procedures as to the protection and authorized use of the Xerox Source). In no event shall audits be made hereunder more frequently than every six (6) months. Such access shall be (a) during Sandia's regular business hours and with a minimum notification of 48 hours, (b) arranged so that, to the extent possible, Sandia's regular business activities are minimally disrupted and (c ) under the terms of an appropriate confidentiality agreement executed by the individual(s) conducting such audit. Xerox shall pay the costs of such audit. Sandia shall immediately correct any deficiencies discovered in the course of the audit.
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Related to PROPRIETARY RIGHTS AUDIT

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS Unless otherwise agreed upon by NASA and AFRL, custody and administration of inventions made (conceived or first actually reduced to practice) under this IAA will remain with the respective inventing Party. In the event an invention is made jointly by employees of the Parties (including by employees of a Party's contractors or subcontractors for which the U.S. Government has ownership), the Parties will consult and agree as to future actions toward establishment of patent protection for the invention.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

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