Intellectual Property Confidentiality. Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of patents, copyrights or trademarks arising from Seller's compliance with Purchaser's designs, specifications or instructions. Unless otherwise agreed to in a writing signed by Xxxxxx's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser shall exclusively remain with Seller. Any design, manufacturing drawings or other information submitted to Purchaser shall remain the exclusive property of Seller. Purchaser shall not, without Seller's prior written consent, copy nor disclose such information to any person. The information, drawings, plans, standards, and specifications furnished by Seller were developed at Seller's expense and may not, without Seller's prior written consent, be used nor disclosed by Purchaser for any purpose other than to install, own, operate, and maintain the subject Equipment. If the Equipment is held to infringe a United States patent in effect as of the date of this Agreement, then Seller may at its option procure for Purchaser the right to use the Equipment; modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Xxxxxx's entire liability on patent infringements. Purchaser shall keep confidential and shall not without the prior written consent of Seller disclose to any third party any technical or commercial information which Purchaser has acquired from Seller as a result of discussion, negotiations or other communications relating to the Equipment or this order.
Intellectual Property Confidentiality. 6.1 All Intellectual Property rights in Click, the Click Demo, the Click API and the Click Documentation are exclusively owned by us (or our licensors). You acknowledge that there is no transfer of title, Intellectual Property rights, interest or ownership of Click, the Click Demo, the Click API or the Click Documentation or any part of them to you under this Click Test Environment User Agreement. You will treat information about our Intellectual Property as our confidential information.
Intellectual Property Confidentiality. If during the course of Seller’s performance under any Order, Seller makes modifications or improvements to the product specifications or develops any new process or other new technology related to the Goods or Services, Buyer will own such modification, improvement, process or technology. Seller shall perform whatever actions are reasonably required or requested by Buyer in order to transfer ownership of same to Buyer or to provide evidence of Buyer’s ownership thereof. Seller shall not, either prior to or after the termination of any Order, use (except for Buyer’s direct benefit as authorized in these Terms), disclose or allow to be disclosed to others any confidential information or trade secret regarding Buyer’s products, business, customers, processes, techniques or operations learned by Seller incident to its performance under any Order. All specifications, documents, drawings and other data delivered by Buyer to Seller in connection with any Order are subject to this confidentiality obligation. Seller’s confidentiality obligation will not extend to information that is generally published or lawfully available from other sources or that was known to Seller prior to disclosure thereof by Buyer.
Intellectual Property Confidentiality. 6.1 The provisions of EXHIBIT B are hereby incorporated herein and made a part hereof.
Intellectual Property Confidentiality. Xxxxx R&M -------------------------------------- agrees to be bound by all confidentiality agreements and all agreements with respect to intellectual property rights contained in the other Project Documents.
Intellectual Property Confidentiality. All the intellectual property rights attached to the Goods, including copyrights, patents, trademarks or know-how and, in particular, but not limited to, all studies, plans, drawings, processes, designs, methods, technical specifications or data communicated to Buyer remain the exclusive property of Seller. Buyer undertakes to keep confidential, not to copy, replicate, reverse engineer and/or communicate to third parties, unless with the prior and written authorization of Seller, any information of technical, financial or commercial nature disclosed by Seller and, generally, all documents handed over or sent by the latter, and not to use it for any purpose whatsoever, except for the performance of the Agreement.
Intellectual Property Confidentiality. 9.1 All intellectual property rights of any nature (including copyright) created or provided by GBCL or its employees or Third Parties shall be and remain the property of GBCL and any such materials shall be licensed to the Customer for internal use only and only for the intended benefit of the Customer. Internal use does not include the training of staff or others except by trainers tested and accredited by GBCL. It also prohibits the use of such IP and materials by staff who leave the Customer’s employment. External trainers are permitted to train others including the Customer’s staff and use the materials only if they are licensed by GBCL. The Customer agrees to ensure that all beneficiaries of training provided by GBCL are made aware of these IP constraints.
Intellectual Property Confidentiality. All specifications, documentation and any other intellectual property involved in the manufacturing the Product s is the property of Seller, except to the extent Buyer has supplied specifications, drawings or other intellectual property to Seller. All non-public, confidential or proprietary information of Seller is confidential, solely for the use in performing hereunder and may not be disclosed, used or copied unless authorized in advance by Seller in writing.
Intellectual Property Confidentiality. 16.1 All designs, technology, technical data, patents, trademarks, mask works, inventions, trade secrets, and other intellectual property and proprietary data of Mobileye, including the contents of the Manufacturing File and all Work Product, are and shall remain the exclusive property of Mobileye, and SUPPLIER shall have no rights to use the foregoing except for the express purpose of fulfilling its obligations pursuant to this Agreement or with specific written consent by Mobileye in each instance. SUPPLIER hereby agrees to irrevocably assign and transfer to Mobileye and does hereby assign and transfer to Mobileye all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights that related to or arise from the foregoing. Mobileye will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Mobileye deems appropriate. SUPPLIER agrees: (i) to disclose promptly in writing to Mobileye all Work Product in its possession; (ii) to assist Mobileye in every reasonable way, at Mobileye’s expense, to secure, perfect, register, apply for, maintain, and defend for Mobileye’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in Mobileye’s name as it deems appropriate; and (iii) to otherwise treat all Work Product as the proprietary and confidential information of Mobileye. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. SUPPLIER will ensure that SUPPLIER’s employees, independent contractors, agents and permitted subcontractors appropriately waive any and all claims and assign to Mobileye any and all rights or any interests in any Work Product or original works created in connection with this Agreement. SUPPLIER irrevocably agrees not to assert against Mobileye or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of SUPPLIER affecting the Work Product.
Intellectual Property Confidentiality. 9.1. Those “Concepts and Ideas” disclosed by the Client to Consultant or which are developed by Consultant during the course of the performance of the Duties hereunder and which relate to the Client’s present, past or prospective business activities, services, and products, shall remain the sole and exclusive property of the Client. For further clarity, the results and proceeds of Consultant’s services contemplated hereunder shall be deemed “works-made-for-hire” commissioned for the benefit of Client as that term is commonly defined pursuant to United States Copyright Law. Should any of the results and proceeds of Consultant’s services hereunder not be deemed “works-made-for-hire”, the Consultant hereby grants to Client an exclusive, irrevocable, perpetual license to such.
