CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information of a Party or third party disclosed by a Party; (ii) software provided under this Contract in source code form or identified as subject to this Article; and (iii) tooling identified as subject to this Article: in each case that is obtained, directly or indirectly, from the other in connection with this Contract or Buyer’s contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials excludes information that is, as evidenced by competent records provided by the receiving Party, known to the receiving party or lawfully in the public domain, in the same form as disclosed hereunder, disclosed to the receiving Party without restriction by a third party having the right to disclose it, or developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Materials.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (a) confidential, proprietary and/or trade secret information; (b) tangible items and software containing, conveying or embodying such information; and (c) tooling identified as being subject to this article and obtained, directly or indirectly, from the other in connection with this contract or other agreement referencing this contract (collectively referred to as "Proprietary Information and Materials"). Buyer and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this contract and/or any other agreement referencing this contract. However, despite any other obligations or restrictions imposed by this article, Buyer shall have the right to use, disclose and reproduce Seller's Proprietary Information and Materials, and make derivative works thereof, for the purposes of testing, certification, use, sale or support of any Goods delivered under this contract or any other agreement referencing this contract. Any such use, disclosure, reproduction or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Buyer's Proprietary Information and Materials. Upon Xxxxx's request at any time, and in any event upon the completion, termination or cancellation of this contract, Seller shall return to Buyer all of Buyer's Proprietary Information and Materials and all materials derived therefrom, unless specifically directed otherwise in writing by Buyer. Seller shall not, without the prior written authorization of Buyer, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Proprietary Information and Materials of Buyer. Prior to disposing of such parts or other materials as scrap, Seller shall render them unusable. Buyer shall have the right to audit Seller's compliance with this article. Seller may disclose Proprietary Information and Materials of Buyer to its subcontractors as required for the performance of this contract, provided that each such subcontractor first agrees in writing to the same obligations imposed upon Seller under this article relating to Proprietary Informa...
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary, and/or trade secret information; (ii) tangible items and software containing, conveying, or embodying such information; and (iii) tooling identified as being subject to this article that is obtained, directly or indirectly, from the other in connection with this Contract or other agreement referencing this Contract, including Buyer’s contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Buyer and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract and/or any other agreement referencing this Contract, including Buyer’s contract with its customer, if any. However, despite any other obligations or restrictions imposed by this article, Buyer shall have the right to use, disclose, and reproduce Seller's Proprietary Information and Materials, and make derivative works thereof, to fulfill Buyer’s obligations under contract and for the purposes of testing, certification, use, sale, or support of any Services delivered under this Contract or any other agreement referencing this Contract or any goods resulting from Services, including Buyer’s contract with its customer, if any. Any such use, disclosure, reproduction, or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Buyer's Proprietary Information and Materials.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items and software containing, conveying, or embodying such information; and
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Subject to any other relevant terms contained in this Contract, Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all: (i) confidential, proprietary, trade secret, commercial, financial, technical and/or operational information including Buyer-provided specifications and Buyer-provided information pertaining to qualification, certification, manufacturing and/or quality testing and procedures; (ii) tangible items and software containing, conveying or embodying such information; (iii) tooling identified as being subject to this article 20 that is obtained, directly or indirectly, from the other in connection with this Contract or other agreement referencing this Contract, including Buyer’s contract with its customers, if any; and (iv) information that has been or may be disclosed or otherwise made available in whole or in part to a receiving Party or any representative in any form or medium (such information may include oral or visual information, hardware, software, component design, manufacture, inspection, qualification, certification, quality testing and procedures, and/or repair and overhaul, business information relating to supplies, pricing, costs, profits, business plans and strategies, customer or vendor lists and legal or financial advice) (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party, lawfully in the public domain, lawfully disclosed to or known by the receiving Party without restriction, generally known in the relevant trade or industry prior to disclosure hereunder, or developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Materials.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. During the term hereof, as deemed necessary by Buyer, Buyer may do one or more of the following: (i) present Seller with new and unique business opportunities; (ii) present Seller with Proprietary Information and Materials of Buyer, or access to such materials; (iii) provide Seller with goodwill support such as compensation and expense reimbursements in accordance with this contract; (iv) provide contact with Buyer’s customers and vendors/manufacturers in order to help Seller develop and/or produce Goods for Buyer and its customers, (v) provide Seller with new and unique training, and/or (vi) provide Seller with technical help as deemed reasonably necessary.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information of a Party or third party information authorized to be disclosed by a Party, including business and financial information, customer identity, specifications and information pertaining to qualification, certification, manufacturing, and/or quality testing and procedures; (ii) software containing, conveying or embodying such information; and (iii) tooling that is obtained, directly or indirectly, from the other in connection with this Contract or other agreement, including Buyer’s contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party, lawfully in the public domain, generally known in the relevant trade or industry prior to disclosure hereunder or developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Materials.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. During the term hereof, as deemed necessary by Xxxxx, Buyer may do one or more of the following: (i) present Seller with new and unique business opportunities; (ii) present Seller with Proprietary Information and Materials of Buyer, or access to such materials;
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information; (ii) tangible items and software containing, conveying or embodying such information; and (iii) tooling identified as being subject to this Article and obtained, directly or indirectly, from the other Party in connection with this Contract or other agreement referencing this Contract, including Buyer’s contract with its customer(s), if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party, (iv) at the time of disclosure, or subsequently becomes, lawfully in the public domain through no act or failure by the receiving Party, (v) lawfully disclosed to the receiving Party by a third party who had the right to disclose such information or materials without breach of any confidentiality obligation or duty to the disclosing Party, (vi) rightfully known by the receiving Party without restrictions prior to the date of disclosure, (vii) generally known in the trade or industry prior to disclosure hereunder, or (viii) developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Materials.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information; (ii) tangible items and software containing, conveying or embodying such information; and (iii) tooling identified as being subject to this article and obtained, directly or indirectly, from the other in connection with this Contract or other agreement referencing this Contract, including Buyer’s contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party, lawfully in the public domain, lawfully disclosed to or known by the receiving Party without restrictions, generally known in the trade or industry prior to disclosure hereunder, or developed by the receiving Party independently without use of or reference to the disclosing Party’s Proprietary Information and Material.
