Buyer Proprietary Information definition
Buyer Proprietary Information shall have the meaning set forth in Section 5.8(b)(ii).
Buyer Proprietary Information means confidential, non-public or other proprietary information including, without limitation, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, firmware, formulae, hardware, know-how, ideas, improvements, inventions, whether patentable or not, manuals, operations, plans, photographs, procedures, processes, records, reports, reviews, samples, schedules, sketches, software, specifications, financial information, including pricing and other proprietary information that is disclosed under these Terms by Buyer to Seller or is otherwise learned by Seller by observing Buyer’s facilities. Seller agrees that, as a condition to the receipt of Buyer Proprietary Information hereunder, Seller shall: (i) not disclose, directly or indirectly, to any third party any portion of Buyer Proprietary Information without the prior written consent of Buyer;
Buyer Proprietary Information means any and all technical, business and other information of or relating to the Business, any Acquired Asset, or Buyer or any of its Affiliates or Representatives that derives value, actual, potential, economic or otherwise, from not being generally known to other Persons, which is not generally known to the public or to any other Person, including technical or nontechnical data, compositions, devices, methods, techniques, drawings, inventions, processes, machinery, financial data, financial plans, product plans, lists concerning actual or potential customers or suppliers, information regarding acquisition and investment plans and strategies, business plans or operations, information created or developed for Buyer under the Transition Services Agreement. Seller hereby confirms that after the Closing the Buyer Proprietary Information includes all information and rights to information that constitute an Acquired Asset.
Examples of Buyer Proprietary Information in a sentence
Seller shall not dispose of (as scrap or otherwise) any Services, parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Buyer Proprietary Information and Materials without rendering them unusable.
Seller shall not dispose of (as scrap or otherwise) any Goods, parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Buyer Proprietary Information and Materials without rendering them unusable.
Seller may disclose Buyer Proprietary Information and Materials to its subcontractors as required to perform this Contract if Seller includes a suitable restrictive legend on such disclosures and if each such subcontractor has agreed in writing to obligations no less restrictive than those imposed upon Seller under this Article.
Such Inventions or other data developed under this Order shall be considered Buyer Proprietary Information and marked as such by Seller.
If, in the absence of a protective order or the receipt of a waiver hereunder, Seller (or any of its Affiliates) is in the opinion of Seller’s counsel compelled to disclose the Buyer Proprietary Information or else stand liable for contempt or suffer other censure or penalty, Seller (or its Affiliate) may disclose only so much of the Buyer Proprietary Information to the party compelling disclosure as is required by Law.
More Definitions of Buyer Proprietary Information
Buyer Proprietary Information means Buyer Information which (i) is provided or otherwise made available by Buyer to Seller ; and, (ii) is marked proprietary or bears a marking of like import and includes any information marked with a restrictive legend as prescribed in DFARS 252.227-7013 or 252.227-7014 or in FAR 52.227-14. Buyer Information accessed or made available in electronic form shall be considered Buyer Proprietary Information if: (A) any display of the Buyer Information also displays a proprietary legend or (B) if such Buyer Information is accessed or made available to the Seller via a secure website or portal controlled or managed by the Buyer. Orally or visually disclosed Buyer Information shall be deemed Buyer Proprietary Information only if identified as proprietary at the time of disclosure and summarized and confirmed in a written and labeled description delivered to the Seller within thirty (30) days.
Buyer Proprietary Information means any and all proprietary and Confidential Information (as defined in the Confidentiality Agreement), data, know-how, patents, patent applications, inventions, copyrights, industrial models or industrial designs, product packaging, mask works, and trade secrets of Buyer relating to the Products or Improvements, including without limitation: (a) designs and specifications for the Products; (b) drawings, photographs, diagrams, instructions, manuals, guidelines, and other printed and/or electronic documentation; (c) standards and procedures for quality control, quality assurance, and testing and inspection; (d) any information, data or documentation disclosed or provided to Seller by Buyer, which is marked or indicated as
Buyer Proprietary Information means confidential, non-public or other proprietary information including, without limitation, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, firmware, formulae, hardware, know-how, ideas, improvements, inventions, whether patentable or not, manuals, operations, plans, photographs, procedures, processes, records, reports, reviews, samples, schedules, sketches, software, specifications, financial information, including pricing and other proprietary information that is disclosed under these Terms by Buyer to Seller or is otherwise learned by the Seller by observing Buyer’s facilities. Seller agrees that, as a condition to the receipt of Buyer Proprietary Information hereunder, Seller shall: (i) not disclose, directly or indirectly, to any third party any portion of the Buyer Proprietary Information without the prior written consent of Buyer; (ii) not use the Buyer Proprietary Information except for the purpose of fulfilling Buyer’s requirements under the Order; (iii) promptly return or destroy, at Buyer’s request, all materials, documentation and notes containing the Buyer Proprietary Information received hereunder except for copies of any computer records or electronic files containing the Buyer Proprietary Information, which have been created by automated processes such as archiving or back-up procedures; (iv) take all reasonably necessary precautions to protect the confidentiality of the Buyer Proprietary Information received hereunder and exercise at least the same degree of care in safeguarding the Buyer Proprietary Information as Seller would
Buyer Proprietary Information shall have the meaning set forth in Section 10.1(b).
Buyer Proprietary Information shall have the meaning given to it in Section 13.01.
Buyer Proprietary Information means any information of a confidential or proprietary nature pertaining to Buyer's business, technology, finances or marketing and product strategy including, without limitation, all inventions, discoveries, research and development information, technical data, ideas, concepts, methods, processes, formulas, trade secrets, know-how, marketing plans and strategies, pre-release information directly related to Buyer products or future product plans, sales figures, sales forecasts, prices, costs or business practices, and the identity of any strategic partners that have a business relationship with Buyer, or are in discussions with Buyer regarding a potential business relationship and all other intangible assets transferred by Seller to Company on or prior to the date of this Agreement.
Buyer Proprietary Information means (i) all drawings, reports, data, materials, or other information relating to Buyer’s plans, actual or proposed, for the possession, operation and maintenance and Decommissioning of the Vallecitos Licensed Facilities or the Vallecitos Nuclear Center; (ii) any financial, operational or other information concerning Buyer or its Affiliates or their respective assets and properties, including geologic, geophysical, scientific or other technical information, and know-how, inventions and trade secrets whether provided before or after the Contract Date, whether oral, written, or in electronic or digital media, and regardless of the manner in which it is furnished, that is provided by or on behalf of Buyer or its respective Representatives to Sellers or their Representatives; and (iii) any Third-Party Proprietary Information; provided that, Buyer Proprietary Information does not include any such information which (a) is or becomes generally available to the public other than as a result of a disclosure by Sellers or their Representatives; (b) was available to Sellers or their Representatives on a non-confidential basis prior to its disclosure by Buyer or its respective Representatives; (c) becomes available to Sellers or their Representatives on a non-confidential basis from a Person other than Buyer or its respective Representatives who is not, to the knowledge of Sellers, otherwise bound by a confidentiality agreement with Buyer or its Representatives or is otherwise not, to the knowledge of Sellers, under any obligation to Buyer or its Representatives not to transmit the information to Sellers or their Representatives; (d) was independently developed by Sellers or their Representatives without reference to or reliance upon Buyer Proprietary Information; or (e) is disclosed pursuant to any other agreement between Buyer and Sellers or their respective Affiliates (excluding the Ancillary Agreements).