PROPRIETARY RIGHTS OF EPI AND CONFIDENTIALITY Sample Clauses

PROPRIETARY RIGHTS OF EPI AND CONFIDENTIALITY. 3.1 EPI acknowledges that the information and data supplied by the Bank is confidential in nature and EPI shall not disclose this information and data to any third party, other than the representatives of the United States Trustees offices and Office of Inspector General, without the Trustee's prior written consent. Additionally, all information which is exchanged between EPI and the Bank pursuant to this Agreement: (a) shall be considered confidential and proprietary property; (b) shall not be disclosed to any other person or entity except as contemplated by this Agreement and (c) shall be subject to reasonable and prudent safeguards against improper disclosure. 3.2 The requirements of Section 4.1 above shall not prohibit disclosures required by law so long as the party required to disclose such information advised the other party prior to such disclosure. 3.3 EPI understands that Bank operates under various laws and federal regulatory agencies that are unique to the security sensitive banking industry. As such, persons engaged by both the Bank and EPI to work with the System and/or Support Services under this Agreement are held to a higher standard of conduct and scrutiny than in other industries or business enterprises. EPI understands and acknowledges that its employees shall possess appropriate character disposition and honesty conducive to the banking environment. 3.4 The Bank acknowledges that the Software and all operating manuals and other-documentation and materials supplied to the Trustees by. EPI (the "Other Materials"), and all copies thereof, are proprietary to EPI and title thereto remains in EPI. All applicable rights to patents, copyrights, trademarks and trade secrets in the Licensed Software and Other Materials are and shall remain in EPI. The Bank shall not sell, transfer, publish, disclose, display or otherwise make available to others the Licensed Software or Other Materials or any copies thereof, except as provided in this Agreement. The Bank shall use all reasonable efforts to confine knowledge and use of the System only to its employees who require such knowledge and use in the ordinary course and scope of their employment by Bank. 3.5 Subject to the conditions set forth hereafter and to the extent required for use by such parties, Bank may disclose System to: (a) persons who are employed as auditors by a public accounting firm or by a federal or state agency; or (b) representatives of the United States Trustees' offices the Office...