Protection of Source Code Clause Samples

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Protection of Source Code. Convergys agrees to treat the Source Code as Confidential Information under the Agreement. In addition, Convergys agrees to the following: i. Convergys will cause each of its employees who have access to the Source Code to agree in writing not to engage in the development of any software which is in direct competition with the Product at any time during the one (1) year following the last such access, and execute, prior to any such access, a confidentiality agreement with each employee protecting Vendor's intellectual property rights, with terms no less stringent than the terms and conditions of this Agreement. ii. Convergys shall limit access to the Source Code to those employees with a need to use the Source Code for the purposes set forth in this Agreement. No unauthorized employees, consultants, or vendors will have access to the Source Code unless and until they have been apprised of and acknowledge the confidential and proprietary nature of the Source Code and they have been trained with respect to the procedures designed to preserve its confidentiality. iii. Convergys will designate an officer-level employee (the "Responsible Manager") who will have responsibility for preserving the security of the Source Code at all times. The Responsible Manager will maintain a record of all persons who have access to the Source Code. Convergys will record and investigate all unauthorized attempts to gain access to the Source Code and will promptly notify Vendor of any loss, theft, or unauthorized use or disclosure of the Source Code. Convergys will make such records available to Vendor, at Vendor's reasonable request. Convergys will conduct periodic reviews to ensure compliance with the foregoing security requirements. Vendor will have the right to conduct a review of the reports pursuant to Convergys security reviews to confirm compliance with the foregoing security restrictions, including an interview of the Responsible Manager and an inspection of the records maintained by Convergys, on fifteen (15) days written notice. Upon Vendor's reasonable request (but in no event more frequently than once per calendar year), an officer-level employee of Convergys shall confirm in writing to Vendor that Convergys is in material compliance with the terms and conditions of this Agreement.
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Protection of Source Code. To the extent feasible and allowed by law, Vendor will protect its ownership, and ensure the availability, of the source code of all Vendor-owned software used in providing Services against threats by Vendor’s potential bankruptcy or the shutting down of its business operations.
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Protection of Source Code. Except for Government Rights and for the rights of Governmental Authorities to access or Exploit source code pursuant to Government Contracts, (i) the Company has used commercially efforts to protect, police, and preserve the confidentiality of the source code of the Products; and (ii) no Person has any right to access or Exploit any source code owned by the Company (including any source code for CodeValor), and no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will this Agreement or the transactions contemplated hereby, result in the disclosure or release of such source code by the Company, any escrow agent or any other Person to any third party.
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Protection of Source Code. Section 2.15(j) of the Disclosure Schedule sets forth a true and complete list of any agreement pursuant to which (i) the Company provides or discloses to any Person other than an employee (with whom Company has a written non-disclosure agreement) the source code for any Company-Owned Software and (ii) the Company has deposited or is required to deposit with an escrow agent or other Person any source code for any Company-Owned Software. Except as would not reasonably be expected to be adverse to the Company, (A) none of the source code of the Company-Owned Software has been publicly published or disclosed by the Company, and (B) except for source code provided to third-party developers to make modifications or derivative works solely for the benefit of the Company, no licenses or rights have been granted to any Person to distribute, or to otherwise use to create derivative works, the source code for any Company-Owned Software.
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Protection of Source Code. Seratosa will protect the Licensed Software source code with the same care and using the precautions which it uses to protect its own source code. Seratosa will limit access to the Licensed Software source code to its employees with a need to know which have agreed in writing to maintain the confidentiality of such source code.
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Protection of Source Code. During. Phase 1 and Phase 2, neither party will make the source code of the L*STAR Technology or the L*STAR Product source code available to any third party without the other party's prior written consent, which will not be unreasonably withheld. Either party may nonetheless deposit the L*STAR Technology or L*STAR Product source code with a third party escrow agent, to be released to licensed users for the limited purposes of providing support to such users if the party making the deposit ceases to support the L*STAR Technology or L*STAR Product.
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Protection of Source Code. During the Term each party shall have the right to make a reasonable number of copies of any source code provided to it hereunder as necessary in its exercise of the rights granted hereunder. All such copies shall include the software owner’s proprietary and/or copyright notices that are included in the master copies. Such source code shall be stored and used only at the location(s) specified for each party in Exhibit H (“Licensed Site(s)”). If a party wishes to add or change a Licensed Site, it must notify the other party and obtain such other party’s prior written permission. Such other party shall not unreasonably withhold or delay such permission. Each party acknowledges that the other party’s source code, Enhancements thereof and other modifications thereto are Confidential Information of the owning party and shall be subject to the conditions and restrictions set forth in Section 18 of this Agreement.
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Protection of Source Code. Except where Licensee has licensed the Source Code pursuant to Existing Source Licenses, Licensee agrees to take all reasonably necessary steps to prevent the unauthorized disclosure of the Source Code, including but not limited to the following: (a) Licensee will use the Source Code only at the buildings at the sites specified in Exhibit D (Authorized Sites) hereto, which have restricted access twenty-four (24) hours a day, and Licensee shall not use the Source Code at any other building or site without Ascend's prior written consent, which shall not be unreasonably withheld; (
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Related to Protection of Source Code

  • Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer.

  • Protection of PFPC PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

  • Protection of Proprietary Rights 4.1 Right to Use Licensed Products Licensee acknowledges that no right, title, or interest, other than the right to use the Licensed Products, is transferred or granted by this Agreement. Licensee is prohibited from selling, renting, leasing, making available to third parties, and sublicensing the Licensed Products.

  • Protection of Proprietary Information The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.

  • Protection of Trade Secrets The Executive agrees to maintain in strict confidence and, except as necessary to perform his duties for the Employer, the Executive agrees not to use or disclose any Trade Secrets of the Employer during or after his employment. “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list, that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.