Title and Proprietary Information Sample Clauses

Title and Proprietary Information. LICENSEE may terminate a license by providing LICENSOR written notice of its intent to terminate a license sixty (60) days prior to the effective date of termination. The termination of any license shall not affect: (1) the obligations of either Party pursuant to any other accepted License, which shall continue in effect as if no termination had occurred; or (2) the survival of representations contained herein. Upon any such termination of a license, LICENSEE shall discontinue the use of PRODUCT and return to LICENSOR all related documentation, but may retain all other licensed PRODUCTS not terminated. Upon request LICENSEE shall certify in writing to LICENSOR that any and all copies of the PRODUCT have been removed from each server upon which the PRODUCT may have been installed, and that any copies (if applicable) have been returned or have been destroyed. Termination of this AGREEMENT or any License granted hereunder shall not release the obligations of either Party to this AGREEMENT relating to the treatment of confidential or proprietary information.
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Title and Proprietary Information. The Software is protected by copyright and other laws relating to protection of intellectual property and is licensed, not sold. GeoCue (and any of its third party licensors) retains all rights, title and interest to the Software not expressly granted to You under this Agreement. You may make a reasonable number of internal back-up or archival copies of the Software. You acknowledge that the Software was developed by GeoCue at great expense and contains valuable intellectual property of GeoCue. You agree: to preserve the confidential nature of GeoCue’s trade secrets and the proprietary information contained in the Software; not to disassemble, reverse compile or reverse engineer the Software or any data files created or used by the Software or take any action in order to derive a source code equivalent of the Software; not to copy, duplicate, swap, rent, sublicense, transfer, sell, upload, download, display or offer the Software or any portion of the Software to any third parties in any medium whatsoever in violation of this Agreement nor permit any third party to do any of the foregoing; not to modify the Software; and not to remove, destroy, deface or alter any legends, notices, statements, or marks indicating GeoCue’s ownership or restrictions that are displayed on any screens or printouts. You agree that violation of the above terms would cause substantial and irreparable harm and damage to GeoCue that may be difficult to measure in money damages. Therefore, You agree that GeoCue may enjoin Your unauthorized use of the Software without notice or bond.
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Title and Proprietary Information. LICENSEE has licensed from the LICENSOR PRODUCT covered by this AGREEMENT. Title and full ownership rights in PRODUCT remain with LICENSOR, whether modified or not. The LICENSEE acknowledges that it has been advised by LICENSOR that the PRODUCT and related documentation have been developed by LICENSOR as valuable trade secrets. The LICENSEE agrees that the execution of this AGREEMENT establishes a confidential relationship between the Parties. The LICENSEE agrees, therefore, subject to applicable law, to preserve the confidential nature of the proprietary and trade secret information by retaining and using the PRODUCT in trust and confidence and agrees not to disassemble, reverse compile, or reverse engineer the PRODUCT, nor permit the use of the PRODUCT by, or disclosure of information relating to the PRODUCT to, unauthorized persons. LICENSOR agrees to take the same action regarding any information which it receives from LICENSEE which has been previously designated in writing by LICENSEE as being proprietary to LICENSEE. LICENSEE shall not itself make, cause or permit any third party to copy the PRODUCT or the accompanying documentation, in whole or in part, without the prior written consent of LICENSOR, except for a reasonable number of copies for internal back-up or archival purposes to ensure use in conjunction with the DESIGNATED SERVER. Any copies of the PRODUCT made by LICENSEE (except those made by mass backup/archival utilities) shall bear all copyright, trade secret, trademark and any other intellectual property right notices in the same form as were affixed on the original PRODUCT. LICENSOR shall have the right to seek a preliminary and permanent injunction against unauthorized copying or use of the PRODUCT and related documentation, in addition to any other rights and remedies to which it may be entitled.
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Title and Proprietary Information. The Software is protected by copyright and other laws relating to protection of intellectual property and is licensed, not sold. AirGon (and any of its third party licensors) retains all rights, title and interest to the Software not expressly granted to You under this Agreement. You may make a reasonable number of internal back-up or archival copies of the Software. You acknowledge that the Software was developed by AirGon at great expense and contains valuable intellectual property of AirGon. You agree: • to preserve the confidential nature of AirGon’s trade secrets and the proprietary information contained in the Software; • not to disassemble, reverse compile or reverse engineer the Software or any data files created or used by the Software or take any action in order to derive a source code equivalent of the Software; • not to copy, duplicate, swap, lease, rent, offer as a service, sublicense, transfer, sell, upload, download, display or offer the Software or any portion of the Software to any third parties in any medium whatsoever in violation of this Agreement nor permit any third party to do any of the foregoing; • not to modify the Software; and • not to remove, destroy, deface or alter any legends, notices, statements, or marks indicating AirGon’s ownership or restrictions that are displayed on any screens or printouts. You agree that violation of the above terms would cause substantial and irreparable harm and damage to AirGon that may be difficult to measure in money damages. Therefore, You agree that AirGon may enjoin Your unauthorized use of the Software without notice or bond.
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Title and Proprietary Information 
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Related to Title and Proprietary Information

  • Confidential and Proprietary Information 12.1 Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and all information of any form obtained by Contractor or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Confidentiality & Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to:

  • Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, "

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Return of Proprietary Information The Executive acknowledges and agrees that all the Proprietary Information used or generated during the course of working for the Company Group is the property of the Company Group. The Executive agrees to deliver to the Company Group all documents and other tangibles (including diskettes and other storage media) containing the Proprietary Information at any time upon request by the Board of Trustees during his employment and immediately upon termination of his employment.

  • 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.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Confidential or Proprietary Information The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in § 1.20 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

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