Use and Exploitation of Proprietary Knowledge Clause Samples

Use and Exploitation of Proprietary Knowledge. The Establishments and the UNIME shall freely avail of their own Proprietary Knowledge. To meet the needs of executing the Study and for this sole end, each Party may use the Proprietary Knowledge of the other Party with no financial counterpart. Such Proprietary Knowledge shall be communicated by the holder upon the express request of the other Party and must be treated as Confidential Information, in keeping with Article 5 of this Agreement. Each Party undertakes to grant the other Party, upon its express request and subject to the reservation of third-party rights, those licences to its Proprietary Knowledge that may be needful for the use and exploitation of the Results and/or new patents, under normal commercial conditions for the sector of application under consideration.
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Use and Exploitation of Proprietary Knowledge. 10.1.1. Each Party shall have the free disposal of its Proprietary Knowledge. 10.1.2. Use for the fulfilment of the Project For the fulfilment of the Project and for that purpose alone, each Party grants to each of the other Parties a non-exclusive, non-assignable right, without a licence and without financial consideration, to use its Proprietary Knowledge, insofar as such Proprietary Knowledge is strictly necessary for the performance of the Agreement. This Proprietary Knowledge shall be communicated by the Owning Party at the express request of the other Party and shall be treated as Confidential Information in accordance with Clause 11 below. In particular, where such Proprietary Knowledge is software, and where no licence agreement between the Parties stipulates otherwise, the receiving Party may use it only on its own equipment and shall be authorised to reproduce it only as strictly necessary for the loading, display, execution, transmission and storage of this software for the sole purpose of completing its part of the Project, and to make a backup copy. The receiving Party shall refrain from any other use or exploitation of such software and, in particular, any loan or disclosure to third parties, except with prior authorisation of the owning Party. The right of use thus conferred shall not imply access to the source code of the software in question without the prior written consent of the Party that holds the rights to said software. 10.1.3. Exploitation for commercial purposes Each Party undertakes to grant to the other Party, at the express request of that Party and subject to the rights of third parties, a non-exclusive, non-transferable right to use its Proprietary Knowledge that is strictly necessary for the use of the Results under normal commercial market conditions. These commercial terms and the conditions of this licence shall be negotiated prior to any industrial and/or commercial exploitation and shall be the subject of a separate licence agreement between the Parties. In particular, where such Proprietary Knowledge is software, and where no licence agreement between the Parties concerned stipulates otherwise, the receiving Party may use it only on its own equipment and shall be authorised to reproduce it only as strictly necessary for the loading, display, execution, transmission and storage of this software for the sole purpose of completing its part of the Project, and to make a backup copy. The right of use thus conferred shall no...
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Related to Use and Exploitation of Proprietary Knowledge

  • 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.

  • Definition of Proprietary Information The Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company and the Executive as proprietary and confidential (the “Proprietary Information”).

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

  • 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.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.