Common use of Protection Measures Clause in Contracts

Protection Measures. The Seller has taken reasonable measures to protect the proprietary nature of each item of Seller Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Seller has complied with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the Seller, threatened against the Seller. To the knowledge of the Seller, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Seller or (ii) breach of the Seller’s security procedures wherein confidential information has been disclosed to a third person. The Seller has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 3 contracts

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.), Asset Purchase Agreement (Ss&c Technologies Inc), Asset Purchase Agreement (Tier Technologies Inc)

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Protection Measures. The Seller has taken reasonable measures to protect the proprietary nature of each item of Seller Owned Intellectual Property, and to maintain in confidence the Seller Source Code and all trade secrets and confidential information comprising a part thereof. The Seller has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security, including its Privacy Policies. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the Seller, threatened against the Seller. To the knowledge of the Seller, there has been no: (i) unauthorized disclosure of any material third party proprietary or confidential information in the possession, custody or control of the Seller Seller, or (ii) material breach of the Seller’s security procedures or Privacy Policies wherein confidential information or personally identifiable information has been disclosed to a third personparty. The Seller has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cynosure Inc)

Protection Measures. The Seller Company has taken reasonable measures to protect the proprietary nature of each item of Seller Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Seller Company has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the SellerCompany, threatened against the SellerCompany. To the knowledge of the SellerCompany, there has been no: (i) unauthorized disclosure of any material third party proprietary or confidential information in the possession, custody or control of the Seller Company or (ii) material breach of the Seller’s Company's security procedures wherein confidential information has been disclosed to a third person. The Seller Company has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unica Corp)

Protection Measures. The Seller Company has taken reasonable measures to protect the proprietary nature of each item of Seller Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Seller Company has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the SellerCompany, threatened against the SellerCompany. To the knowledge Knowledge of the SellerCompany, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Seller Company or (ii) material breach of the SellerCompany’s security procedures wherein confidential information has been disclosed to a third person. The Seller Company has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WebMD Health Corp.)

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Protection Measures. The Seller Company has taken reasonable measures to protect the proprietary nature of each item of Seller Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Seller Company has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the SellerCompany, threatened against the SellerCompany. To the knowledge of the SellerCompany, there has been no: no (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Seller Company or (ii) breach of the SellerCompany’s security procedures wherein confidential information has been disclosed to a third person. The Seller Company believes that it has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 1 contract

Samples: Agreement and Plan of Merger by And (Unica Corp)

Protection Measures. The Seller has taken reasonable measures to protect the proprietary nature of each item of Seller Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Seller has complied with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the knowledge of the Seller, threatened against the Seller. To the knowledge of the Seller, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Seller or (ii) breach of the Seller’s 's security procedures wherein confidential information has been disclosed to a third person. The Seller has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

Appears in 1 contract

Samples: Asset Purchase Agreement (Suncrest Global Energy Corp)

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