Highly Sensitive IP definition
Examples of Highly Sensitive IP in a sentence
The Company shall enforce physical security measures such as storing paper copies of Highly Sensitive IP in locked cabinets; providing pass card (or equivalent physical security) access to building and high security rooms; requiring employee and visitor ID badges; and marking confidential documents with a “confidential and proprietary” legend.
TiVoII’s consent (or TiVo’s on its behalf) to such request, if any, shall be conditioned on Company entering into a Developer Sublicense Agreement containing terms substantially in the form of the proposed agreement submitted to TiVoII and TiVo with the original request and Company not disclosing or sublicensing rights to any Highly Sensitive IP or Scripts other than as expressly identified in the original request.
During the Term and for a period of [*]thereafter, TiVoII, TiVo or its authorized representatives shall have access to Company’s (and its Wholly-Owned Subsidiaries’) premises (not more often than [*]) to determine whether Company and its Wholly-Owned Subsidiaries are materially in compliance with the requirements of this Article 11 (including but not limited to the requirements in Exhibit F (Handling of Highly Sensitive IP)) with respect to the Highly Sensitive IP.
Sublicensee shall be bound by confidentiality provisions at least as protective of TiVo Confidential Information and Highly Sensitive IP (as applicable) as those contained in Section 11 (Confidentiality) of this Agreement.
Notwithstanding anything contained herein to the contrary, all use and disclosure of TiVo’s Confidential Information, including but not limited to Highly Sensitive IP, hereunder shall be in strict accordance with Section 11 of this Agreement.
Each Sublicense Agreement shall provide that it is terminable by Company or TiVo immediately upon written notice, if the Sublicensee is in material breach of (i) the scope of the license and the restrictions which relate to the Sublicensee’s use and license of the Licensed Technology, TiVo Improvements, or TiVo Marks, or (ii) the obligations in paragraph D above with respect to TiVo’s Confidential Information or Highly Sensitive IP (as applicable).
Majority-Owned Affiliates, a copy of the proposed Developer Sublicense Agreement, including provisions for the protection of Highly Sensitive IP and the statement of work or other document describing the development proposed to be conducted by such third party, that Company seeks to enter into with such third party and a description of the Highly Sensitive IP and Scripts that Company wishes to disclose and/or sublicense to such third party.
Company shall have rights to audit Sublicensee for compliance with security restrictions in respect of Highly Sensitive IP.
Notwithstanding anything herein to the contrary, Confidential Information in the form of Highly Sensitive IP may only be disclosed to Authorized Personnel in accordance with the terms of Section 11.3 below.