Common use of Protection of Trade Secrets and Confidential Information Clause in Contracts

Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including price terms, to any third party for any reason whatsoever. All specifications, drawings, models, samples, designs, other information or data, written, oral or otherwise, furnished by or on behalf of Seller shall remain the property of Seller, whether paid for by Purchaser or not, and shall be returned (together with all copies) promptly upon Seller’s request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by Purchaser, except as required in the course of performance hereunder. Purchaser’s obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however that Purchaser’s obligations of confidentiality hereunder with respect to any such items of information which rise to the level of a trade secret (as defined under applicable law) shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by Purchaser; (ii) in the public domain through no wrongful act of Purchaser; or (iii) received by Purchaser from a third party who was free to disclose such information. The parties acknowledge that the rights of Seller hereunder are in addition to those rights Seller may have under common law or applicable statutes for the protection of trade secrets. Upon demand by Seller, Purchaser shall immediately return all information subject to this Section 8 to the Seller.

Appears in 2 contracts

Samples: www.axitecsolar.com, dev.axitecsolar.com

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Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including price termswithout limitation, pricing information, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information information, or data, whether written, oral oral, or otherwise, furnished by or on behalf of Seller a party shall remain the property of Seller, whether paid for by Purchaser or notsuch party, and shall be returned (together with all copies) promptly upon Seller’s the disclosing party's request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by Purchaserthe other party, except as required in the course of performance hereunderhereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating hereto. Purchaser’s Each party's obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however however, that Purchasereach party’s obligations of confidentiality hereunder with respect to any such items of information which rise to the level of a qualify for trade secret (as defined protection under applicable law) law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by Purchaserthe receiving party; (ii) in the public domain through no wrongful act of Purchaserthe receiving party; or (iii) received by Purchaser the receiving party from a third party who was free to disclose such information. The parties acknowledge that the rights of Seller a disclosing party hereunder are in addition to those rights Seller such party may have under common law or applicable statutes for the protection of trade secrets. Upon demand by Sellerthe disclosing party, Purchaser the receiving party shall immediately return all information subject to this Section 8 section to the Sellerdisclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Seller executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth herein.

Appears in 2 contracts

Samples: Master Terms and Conditions of Sale, Master Terms and Conditions of Sale

Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including price termswithout limitation, pricing information, to any third party for any reason whatsoever. All specifications, drawings, models, samples, designs, other information information, or data, whether written, oral oral, or otherwise, furnished by or on behalf of Seller shall remain the property of Seller, whether paid for by Purchaser or not, and shall be returned (together with all copies) promptly upon Seller’s request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by Purchaser, except as required in the course of performance hereunder. Purchaser’s obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however however, that Purchaser’s obligations of confidentiality hereunder with respect to any such items of information which rise to the level of a qualify for trade secret (as defined protection under applicable law) law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by Purchaser; (ii) in the public domain through no wrongful act of Purchaser; or (iii) received by Purchaser from a third party who was free to disclose such information. The parties acknowledge that the rights of Seller hereunder are in addition to those rights Seller may have under common law or applicable statutes for the protection of trade secrets. Upon demand by Seller, Purchaser shall immediately return all information subject to this Section 8 section to the Seller.

Appears in 1 contract

Samples: Master Terms and Conditions of Sale

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Protection of Trade Secrets and Confidential Information. Except as required by law, the Purchaser shall not disclose any of the terms or conditions of an accepted order, including price termswithout limitation, pricing information, to any third party for any reason whatsoever. All non-public, confidential or proprietary information, including specifications, drawings, models, samples, designs, other information information, or data, whether written, oral oral, or otherwise, furnished by or on behalf of Seller a party shall remain the property of Seller, whether paid for by Purchaser or notsuch party, and shall be returned (together with all copies) promptly upon Seller’s the disclosing party's request. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by Purchaserthe other party, except as required in the course of performance hereunderhereunder or as otherwise permitted hereunder or in connection with any dispute arising hereunder or relating hereto. Purchaser’s Each party's obligations of confidentiality hereunder with respect to each item of confidential information shall extend for a period of three (3) years from the date of Seller’s acceptance of the last order to which the items of confidential information in question pertain; provided, however however, that Purchasereach party’s obligations of confidentiality hereunder with respect to any such items of information which rise to the level of a qualify for trade secret (as defined protection under applicable law) law shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes hereof, the confidentiality obligations embodied herein do not extend to any information, which, at the time of disclosure, was (i) already known or independently developed by Purchaserthe receiving party; (ii) in the public domain through no wrongful act of Purchaserthe receiving party; or (iii) received by Purchaser the receiving party from a third party who was free to disclose such information. The parties acknowledge that the rights of Seller a disclosing party hereunder are in addition to those rights Seller such party may have under common law or applicable statutes for the protection of trade secrets. Upon demand by Sellerthe disclosing party, Purchaser the receiving party shall immediately return all information subject to this Section 8 section to the Sellerdisclosing party provided that the receiving party may nevertheless retain any copies stored in the cloud or on any back up media and pursuant to its document retention policy. Notwithstanding the foregoing, all working prepress files are property of Purchaser. When Xxxxxx executes prepress work, working prepress files will be sent back to Purchaser (in the form of illustrator files) immediately upon completion of work, and revisions thereafter. Seller will not release working files related to items awarded to them by Purchaser and will not share printer spec information with any other party outside of Purchaser and other than with any subcontractor or consultant providing services to Seller in connection with any Products Seller is providing hereunder, provided such subcontractor or consultant is advised that it must comply with the non-disclosure obligations set forth herein.

Appears in 1 contract

Samples: Master Terms and Conditions of Sale

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