Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all confidential or proprietary (whether so designated by the Company or whether it is by its nature confidential or proprietary) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own. 5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person. 5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing. 5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them. 5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts. 5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 3 contracts
Sources: Professional Services, Master Consulting/Professional Services Agreement, Master Consulting/Professional Services Agreement
Confidentiality and Intellectual Property. 5.1 (a) The Consultant shall keep confidential all confidential or proprietary (whether so designated by Executive acknowledges that the Company or whether it is by its nature confidential or proprietary) informationcontinually develops Confidential Information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of that Executive may develop Confidential Information for the Company or its affiliates and that comes Executive has had and will have access to the attention and has become and will become aware of the Consultant in and informed of Confidential Information during the course of performing the Services or arising out employment. For purposes of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectivelythis Agreement, “Confidential Information”” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The foregoing restriction Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to any information which is (i) independently developed by is generally known or readily available to the Consultant prior to or independent public at the time of the disclosure, (ii) publicly availablebecomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) rightfully received by is disclosed in furtherance of the Consultant from a third party without a duty of confidentialityExecutive’s duties under this Agreement, or (iv) disclosed under operation restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law to the extent only that disclosure is required by lawor regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (vthe Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) disclosed by made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the Consultant with purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the Company’s prior written approval. The Consultant shall not reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the Confidential Information except trade secret information in the performance of court proceeding, so long as any document containing the Services trade secret is filed under this Agreementseal and the individual does not disclose the trade secret except pursuant to court order. If Nothing in this Agreement is terminated intended to conflict with 18 USC § 1833(b) or create liability for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, disclosures of trade secrets that the Consultant obtained from the Company or otherwise obtained on its ownare expressly allowed by 18 USC § 1833(b).
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Citizens Inc), Employment Agreement (Citizens Inc), Employment Agreement (Citizens Inc)
Confidentiality and Intellectual Property. 5.1 (a) The Consultant shall keep confidential all confidential or proprietary (whether so designated by Participant acknowledges that the Company or whether it is by its nature confidential or proprietary) informationcontinually develops Confidential Information (as defined below), data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to that the Project or to the business of Participant may develop Confidential Information for the Company or its affiliates and that comes the Participant has had and will have access to the attention and has become and will become aware of the Consultant in and informed of Confidential Information during the course of performing the Services or arising out employment. For purposes of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectivelythis Agreement, “Confidential Information”” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business currently or during the course of the Participant’s employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The foregoing restriction Participant shall comply with the policies and procedures of the Company established and as in effect from time to time for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Participant’s duties and responsibilities to the Company, any Confidential Information. The Participant understands that the Participant’s obligations under this Section 1 shall continue to apply after the termination of the Participant’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 1 shall not apply to any information which is (i) independently developed by is generally known or readily available to the Consultant prior to or independent public at the time of the disclosure, (ii) publicly availablebecomes generally known through no act on the part of the Participant in breach of this Agreement or any other person known to the Participant to have an obligation of confidentiality to the Company with respect to such information, (iii) rightfully received by is disclosed in furtherance of the Consultant from a third party without a duty Participant’s duties as an employee of confidentialitythe Company, or (iv) disclosed under operation restricts or prohibits the Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law to the extent only that disclosure is required by lawor regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (vthe Defend Trade Secrets Act of 2016), the Participant acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) disclosed by made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the Consultant with purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the Company’s prior written approval. The Consultant shall not reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the Confidential Information except trade secret information in the performance of court proceeding, so long as any document containing the Services trade secret is filed under this Agreementseal and the individual does not disclose the trade secret except pursuant to court order. If Nothing in this Agreement is terminated intended to conflict with 18 USC § 1833(b) or create liability for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, disclosures of trade secrets that the Consultant obtained from the Company or otherwise obtained on its ownare expressly allowed by 18 USC § 1833(b).
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Citizens Inc), Restricted Stock Unit Agreement (Citizens Inc)
Confidentiality and Intellectual Property. 5.1 10.1 The Consultant Company will, by way of contract with the Tutor/Supplier, require that the Tutor/Supplier shall:
(a) keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client's business and affairs (including, for the avoidance of doubt, Fees) ("Confidential Information") which may become known to it/them in connection with the supply of the Tuition Services; and
(b) enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into.
10.2 The Client shall keep confidential all confidential or proprietary information comprising an Introduction (whether so designated by the Company or whether it is by its nature confidential or proprietary) informationincluding, datawithout limitation, documentation, designs, drawings, processes and techniques Personal Data (as defined in any medium or formclause 11)) relating to the Project or any potential Tutor/Supplier and/or Tutor(s) confidential and undertakes not to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any use such information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, purpose other than to arrange for the Consultant shall deliver forthwith Supplier(s) to supply the Company all documents, records and reports and all other information or data relating to the Tuition Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 10.3 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (Intellectual Property Rights in any medium or form) produced deliverables, and in any materials which are created by or on behalf of the Consultant Tutor/Supplier as a result of the provision of the Tuition Services and which are produced for, on behalf of or at the request of the Client pursuant to an Assignment shall vest in the performance of Tutor ("Tutor IPR").
10.4 Any academic work completed by the Services and all intellectual property of Client or any nature or kind whatsoever therein are student connected with the sole Client shall remain the property of the Client/student (whichever applies) and neither the Tutor nor the Company and are not shall have by virtue of this Agreement any right to be used by the Consultant use all or part of any such academic work for any purpose other than the performance delivery of its obligations under the Tuition Services unless the Client has agreed otherwise.
10.5 Nothing in this Agreement shall be construed as transferring the ownership of any Intellectual Property Rights from any party that currently owns or otherwise has valid title to any such IPR, or creates new IPR in the course of this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted party other than by the Company in writingseparate, explicit and unambiguous agreement between the parties concerned to exercise such a transfer under terms specified by any such separate agreement.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Tuition Services Agreement
Confidentiality and Intellectual Property. 5.1 (a) Each Principal Shareholder and Additional Founder (each a "Shareholder") acknowledges that, by reason of such person's employment or other ------------ association with the Company, such Shareholder has learned, and may hereafter learn, trade secrets and obtain other confidential and proprietary information concerning the business, operations, technology, financial condition, policies, procedures and processes of the Company, SM&A and their respective affiliates (collectively, "Confidential Information"). Each Shareholder agrees that such ------------------------ Shareholder will not divulge or otherwise disclose, directly or indirectly, any Confidential Information which such Shareholder may learn or may have learned prior hereto as a result of such Shareholder's employment or other association with the Company, except to the extent such information is lawfully obtainable from public sources or such use or disclosure (i) is required by applicable laws; (ii) is authorized by the Board of Directors of the Company; (iii) is or becomes available to the general public through no fault of such Shareholder; or (iv) was disclosed to such Shareholder without restriction on disclosure by a third party who had the lawful right to disclose such Confidential Information and was not under any restriction of non-disclosure with respect to such information.
(b) Each Shareholder expressly acknowledges and agrees that all work and services, if any, provided or to be provided to the Company and/or SM&A by such Shareholder has been and shall be under the direction, control and supervision of the Company and SM&A, that such work and services and every part and element thereof is, shall be and shall remain the sole and exclusive property of the Company and/or SM&A, who shall have all ownership rights therein. In the event, or to the extent, any such work or services are not held or considered to be owned by the Company and/or SM&A under applicable laws for any reason, then such Shareholder agrees to and does hereby irrevocably and perpetually transfer, assign and convey to the Company and/or SM&A, as the case may be, all right, title and interest in and to all such work and services. The Consultant Company or SM&A in its sole discretion shall keep confidential all confidential have the right to register, patent and/or copyright rights and to obtain and hold patent and copyright registrations or proprietary (whether so designated such other protections as the Company or SM&A may deem appropriate to the subject matter, in and to the work and services, if any, of such Shareholder in the Company's or SM&A's own name, or in the name of such Shareholder, to the extent the Company or SM&A believes appropriate. If requested by the Company or whether it is by its nature confidential SM&A, each Shareholder agrees to sign any additional document of assignment or proprietary) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of other documents that the Company or its affiliates that comes SM&A deems necessary or desirable, and otherwise cooperate with and assist the Company and SM&A to the attention of the Consultant separately confirm or more completely vest in the course of performing Company and/or SM&A exclusive right and title to such work and services, and any and all elements thereof, including, but not limited to, patent, copyright and trade secret and other intellectual property rights. In the Services or arising out of event a Shareholder should fail to have any research such documents signed, then the Company and development work conducted for or SM&A are each hereby irrevocably appointed such Shareholder's attorney-in-fact (which agency shall be deemed coupled with an interest) with full right, power and authority to execute, verify, acknowledge and deliver the same in the name and on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”)such Shareholder. The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 Section 14.13 shall survive expiration or termination of this Agreement.the Closing ------------- and shall continue forever. [signature page follows]
Appears in 1 contract
Sources: Stock Purchase Agreement (Sm&a Corp)
Confidentiality and Intellectual Property. 5.1 The Consultant Employee shall keep confidential all confidential not at any time during this employment or proprietary (whether so designated at any time after the employment has terminated disclose to any person, company or third party any Confidential Information obtained by the Company Employee during this employment. For the purposes of this agreement, Confidential Information means information relating to Adecco or whether it is by its nature confidential any client of Adecco in connection with research and developments, formulae, methods of treatment, processing, manufacture or proprietary) production, suppliers, customers, costings, profit margins, discounts, rebates and other financial information, datamarketing strategies and tactics, documentationproduction or design secrets, designstechnical specifications or design, drawings, processes and techniques (in or any medium or form) relating other confidential information as to the Project practice, business dealings or to the business affairs of the Company Adecco or its affiliates that comes clients. The Employee may be required to sign confidentiality agreements specific to particular clients. Any Intellectual Property which is created by the attention of the Consultant Employee during or in the course of performing the Services Employee’s employment or arising out relating to, resulting from or suggested by any work the Employee does for a client during the Employee’s employment will be and remain the property of Adecco. The Employee agrees to assign to Adecco any research and development work conducted for Intellectual Property that does not automatically vest in Adecco. Intellectual Property shall include all patents, patent applications, utility models, trademarks, service marks, trade names, domain names, registered or unregistered design rights, copyright or other similar industrial, intellectual or commercial rights. The Employee will deliver to the client, on behalf termination of the Company by the Consultantassignment, or is otherwise acquired at any time Adecco may so request, all memoranda, notes, records, manuals, programmes or developed by any other documents or property belonging to the Consultant during client relating to its or their customers and/or counter parties, which the Term (collectively, “Confidential Information”)Employee may then possess or have under their control. The foregoing restriction will Employee may not, without Adecco’s or the client’s consent, keep copies of the same. The Employee may not apply remove from Adecco’s or the client’s premises at any time, without proper advance authorisation, any document or other property which belongs to either Adecco or the client or contains or refers to any confidential information which is (i) independently developed by relating to Adecco or the Consultant prior to or independent of the disclosureclient, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approvalits counter parties and/or customers. The Consultant shall not use Employee will return to Adecco or the Confidential Information except client, after termination of their assignment or employment, any documents or other Adecco or client property that subsequently comes in to their possession or procurement in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its ownfuture.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement
Confidentiality and Intellectual Property. 5.1 11.1 The Consultant Company will, by way of contract with the Tutor/Supplier, require that the Tutor/Supplier shall:
(a) keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client's business and affairs (including, for the avoidance of doubt, Fees) ("Confidential Information") which may become known to it/them in connection with the supply of the Tuition Services; and
(b) enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into.
11.2 The Client shall keep confidential all confidential or proprietary information comprising an Introduction (whether so designated by the Company or whether it is by its nature confidential or proprietary) informationincluding, datawithout limitation, documentation, designs, drawings, processes and techniques Personal Data (as defined in any medium or formclause 12)) relating to the Project or any potential Tutor/Supplier and/or Tutor(s) confidential and undertakes not to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any use such information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, purpose other than to arrange for the Consultant shall deliver forthwith Supplier(s) to supply the Company all documents, records and reports and all other information or data relating to the Tuition Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 11.3 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (Intellectual Property Rights in any medium or form) produced deliverables, and in any materials which are created by or on behalf of the Consultant Tutor/Supplier as a result of the provision of the Tuition Services and which are produced for, on behalf of or at the request of the Client pursuant to an Assignment shall vest in the performance of Tutor ("Tutor IPR").
11.4 Any academic work completed by the Services and all intellectual property of Client, or any nature or kind whatsoever therein are student connected with the sole Client shall remain the property of the Client/student (whichever applies) and neither the Tutor nor the Company and are not shall have by virtue of this Agreement any right to be used by the Consultant use all or part of any such academic work for any purpose other than the performance delivery of its obligations under the Tuition Services unless the Client has agreed otherwise.
11.5 Nothing in this Agreement shall be construed as transferring the ownership of any Intellectual Property Rights from any party that currently owns or otherwise has valid title to any such IPR or creates new IPR in the course of this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted party other than by the Company in writingseparate, explicit and unambiguous agreement between the parties concerned to exercise such a transfer under terms specified by any such separate agreement.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all confidential or proprietary (whether so designated by the Company or whether it is by its nature confidential or proprietary) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 6.1 The Consultant acknowledges that the Company Confidential Information consists entirely of trade secrets, confidential and proprietary information that is subject the exclusive property of the Company or Associates from whom the Company has obtained its rights. At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will treat the Company Confidential Information in strict confidence and will not, directly or indirectly, disclose, allow access to, transmit or transfer the Confidential Information to a third party (other than the Company’s or any Associate’s directors, officers, bankers, consultants, business collaborators or partners, licensors, sublicensees, suppliers, distributors, agents and legal and financial advisors in the ordinary course of business and on a reasonable need to know basis) unless otherwise required by law or by a regulatory authority having jurisdiction over the Company, or except as previously approved in writing by the Company. The Consultant will protect such Company Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. The Consultant acknowledges and agrees that nothing contained in this Agreement will be construed as an assignment to the Access to Information Act (R.S.C.Consultant of any right, 1985, c. A-1) title or interest in the Company Confidential Information. As between the Company and the Privacy Act (R.S.C.Consultant, 1985all right, c. P-21) title and that information provided interest relating to the Company Confidential Information is expressly reserved by the Company and the Associates from whom the Company has obtained its rights. All documents containing Confidential Information are the property of the Company or the relevant Associate.
6.2 At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in connection the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will not use any of the Company Confidential Information in any manner except as reasonably required for the Consultant to provide the Services. Without limiting the generality of the foregoing, the Consultant agrees that at all times during and subsequent to the consulting relationship, the Consultant will not use or take advantage of the Company Confidential Information for creating, maintaining or marketing, or aiding in the creation, maintenance or marketing, of any product that is competitive with any of the Products.
6.3 The Consultant will not copy or reproduce the Company Confidential Information except in the course of the Consultant’s consulting relationship with and for the benefit of the Company or with the written approval of the Company. All copies of Company Confidential Information remain the property of the Company.
6.4 Nothing in this Agreement may be subject precludes the Company from obtaining, protecting or enforcing its intellectual property rights or enforcing the Consultant’s obligations pursuant to the provisions of these ActsSection 6.0 or Section 7.0 in a court of competent jurisdiction, or from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant acknowledges that irreparable harm may result to the Company if the Consultant breaches the Consultant’s obligations under Section 6.0 or Section 7.0. The Consultant acknowledges that such a breach may not properly be compensated by an award of damages. Accordingly, the remedy for any such breach may include, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date, and the Company will be entitled to seek injunctive relief restraining the Consultant from breaching any of the provisions of Sections 6.0 and 7.0.
5.6 6.5 The provisions Consultant agrees to make full disclosure to the Company of this Article 5.0 shall survive expiration or termination of this Agreement.each Work Product promptly after its creation. The Consultant hereby assigns and transfers, and agrees to assign and transfer as they arise, to the Company, and agrees that the Company will be the exclusive owner of, any and all rights, title and interests that the Consultant may have in and to each Work Product (including for more clarity those Work Product created prior to the Effective Date in connection with the Business) throughout the
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant Employee shall keep confidential all confidential not at any time during this employment or proprietary (whether so designated at any time after the employment has terminated disclose to any person, company or third party any Confidential Information obtained by the Company Employee during this employment. For the purposes of this agreement, Confidential Information means information relating to Adecco or whether it is by its nature confidential any client of Adecco in connection with research and developments, formulae, methods of treatment, processing, manufacture or proprietary) production, suppliers, customers, costings, profit margins, discounts, rebates and other financial information, datamarketing strategies and tactics, documentationproduction or design secrets, designstechnical specifications or design, drawings, processes and techniques (in or any medium or form) relating other confidential information as to the Project practice, business dealings or to the business affairs of the Company Adecco or its affiliates that comes clients. The Employee may be required to sign confidentiality agreements specific to particular clients. Any Intellectual Property which is created by the attention of the Consultant Employee during or in the course of performing the Services Employee’s employment or arising out relating to, resulting from or suggested by any work the Employee does for a client during the Employee’s employment will be and remain the property of Adecco. The Employee agrees to assign to Adecco any research and development work conducted for Intellectual Property that does not automatically vest in Adecco. Intellectual Property shall include all patents, patent applications, utility models, trademarks, service marks, trade names, domain names, registered or unregistered design rights, copyright or other similar industrial, intellectual or commercial rights. The Employee will deliver to the client on behalf termination of the Company by the Consultantassignment or at any time Adecco may so request, all memoranda, notes, records, manuals, programmes, or is otherwise acquired any other documents or developed by property belonging to the Consultant during client relating to its or their customers and/or counter parties which the Term (collectively, “Confidential Information”)Employee may then possess or have under their control. The foregoing restriction will Employee may not, without Adecco or the client’s consent, keep copies of the same. The Employee may not apply remove from Adecco or the client’s premises at any time, without prior advance authorisation, any document or other property which belongs to either Adecco or the client or contains or refers to any confidential information which is (i) independently developed by relating to Adecco ro the Consultant prior to or independent of the disclosureclient, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approvalits counter parties and/or customers. The Consultant shall not use Employee will return to Adecco or the Confidential Information except client, after termination of their assignment or employment, any documents or other Adecco or client property that subsequently comes into their possession or procurement in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its ownfuture.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement
Confidentiality and Intellectual Property. 5.1 (a) The Consultant shall keep confidential Supplier acknowledges that all confidential material and information which has or proprietary (whether so designated by will come into its possession in connection with this Agreement or the Company or whether it is by its nature confidential or proprietary) informationperformance of the obligations hereunder consists of Confidential Information which, dataif disclosed to third parties, documentation, designs, drawings, processes and techniques (in any medium or form) relating might be damaging to the Project or to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research Customer.
(b) The Supplier agrees and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is undertakes -
(i) independently developed by the Consultant prior not to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than in connection with the performance Goods and Services and then on a "need to know" basis only;
(ii) not to use the Confidential Information, whether directly or indirectly, for its benefit;
(iii) to treat and safeguard Confidential Information as strictly private and Confidential;
(iv) except as permitted by this Agreement, not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Customer which consent may be withheld in the sole and absolute discretion of the Customer;
(v) to take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the hands of unauthorised third parties;
(vi) to restrict the dissemination of the Confidential Information to only those of its obligations under this AgreementStaff members who are actively involved in the Goods and Services, then only on a “need to know” basis and the Supplier shall initiate, maintain and monitor internal security procedures to prevent any unauthorized disclosure;
(vii) to take all practical steps, both before and after disclosure, to impress upon its Staff members who are given access to Confidential Information the secret and confidential nature thereof.
(c) The Supplier shall protect the Confidential Information in the manner, and with the endeavour, of a reasonable person protecting his or her own Confidential Information. In no event shall the Supplier use less than reasonable efforts to protect the confidentiality of the Confidential Information. Specifically, the Supplier may not utilise, employ, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever.
(d) The Consultant waives all moral rights Supplier hereby warrants in favour of the Customer that it has or shall at all times strictly comply with all applicable Laws and with all the provisions and requirements of the Customer’s Data protection policies and procedures, as may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company be updated from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directorstime, and any others for whom further reasonable requirements of which the Consultant is responsible at law shall comply with Customer may, from time to time, advise the obligations set out Supplier in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C.writing, 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to including the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination POPIA for the durations of this Agreement.
(e) This clause 4 is severable from the rest of the Agreement and shall remain valid and binding on the Supplier notwithstanding any termination or expiration of this Agreement.
(f) The Parties agree that nothing in this Agreement will be construed to grant either party any rights, title or interest in the Intellectual Property rights, whether registered or not, of the other, unless otherwise agreed in writing by the Parties.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Confidentiality and Intellectual Property. 5.1 10.1. The Consultant Employee shall keep strictly confidential all confidential or proprietary any Confidential Information (whether so designated by the Company or whether it is by its nature confidential or proprietaryas defined in Annexure-II) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating that may be disclosed to the Project Employee during or to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant employment with the Company’s prior written approval.
10.2. The Consultant During or after his/her employment with the Company, the Employee agrees to professionally protect all Confidential Information and shall not use reveal any of the Confidential Information except to any other person(s) or use or attempt to use any Confidential Information which the Employee may acquire in the performance course of his/her employment in any manner which may injure or cause loss to the Company.
10.3. The Company foresees that, during the course of his/her employment, the Employee may create, originate, conceive, discover, design, develop and/or make works (“Works”) in or relating to which there may be creation of intellectual property rights. The Employees acknowledges and agrees that all intellectual property rights in or relating to all or any Works made during his/her employment shall be considered as ‘work made for hire’ under the applicable laws of India and, at all stages of development, be and remain the sole and absolute property of the Services under this AgreementCompany. At the Company’s sole, absolute and unfettered discretion, the Company may make any changes in, deletions from, or additions to the Work. If this Agreement is terminated for any reason whatsoeverthe Work is determined at any time not to be a ‘work made for hire, the Consultant shall deliver forthwith Employee hereby grants an irrevocable, royalty-free transfer and assigns to the Company all documentsrights, records titles, and reports and all other information or data relating to interest in the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its ownWork.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information 10.4. The Employee will have to sign our confidentiality agreement (in any medium or formAnnexure-II) produced by or on behalf as a token of his/ her acceptance of the Consultant in above clause. The Employees agrees that by signing this Employment Contract, he/she is bound by the performance terms and conditions of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are confidentiality agreement even if not to be used signed by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other personhim/her.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement
Confidentiality and Intellectual Property. 5.1 The Consultant A Party receiving Confidential Information from the other Party or developing Confidential Information hereunder shall keep confidential all confidential not disclose such Confidential Information to any third party or proprietary otherwise for a period extending ten (whether so designated by the Company 10) years following expiration or whether it is by its nature confidential or proprietaryearlier termination of this Agreement, except as follows:
(a) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project extent such information is or becomes general public knowledge through no fault of the recipient Party; or
(b) to the business extent such information can be shown by contemporaneous documentation of the Company or recipient Party to have been in its affiliates that comes possession prior to receipt thereof hereunder; or
(c) to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or extent such information is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant recipient Party from a third party without a duty any breach of confidentiality, an obligation to the disclosing Party; or
(ivd) disclosed under operation of law to the extent only that disclosure is required by law, by local authorities for regulatory purposes or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith necessary to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of perform its obligations under this Agreement, in which case, the recipient Party may disclose the information if the recipient Party gives the other Party prior notice of such disclosure and an opportunity to comment upon the content of the disclosure. The Consultant waives However, SynCo shall have the right, at all moral rights that it has or may times and without the obligation to give notice to Chiron, to use information related to its Plant for its own business purposes and Chiron shall have the right, at all times and without the obligation to give notice to SynCo, to use the information related to the intellectual property Vaccines for its own business purposes. For the avoidance of doubt: It is understood that SynCo purchased the Plant and hereby undertakes certain related equipment, including computers and other information technology systems, from an Affiliate of Chiron, and that prior to obtain waivers such purchase the Plant and equipment were utilized by Chiron and its Affiliates for the manufacture of moral rights from each Products. It is further understood that certain employees of its employees, independent contractors, officers, directors SynCo formerly were employees of an Affiliate of Chiron and any others for whom were engaged directly or indirectly in the Consultant is responsible with respect manufacture of Products. Notwithstanding anything to the intellectual property. The Consultant shall take contrary contained herein, and in particularly notwithstanding paragraph (b) above, all steps reasonably requested by information relating the Company from time to time to perfect Specifications, Technology or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none manufacture of the Services infringes or will infringe Products which exists as of the intellectual property rights date of any other person.
5.3 The Consultant this Agreement shall be owned solely and exclusively by Chiron and shall not make be disclosed by SynCo at any press releases or public statements with respect to time during the execution, delivery or manner of performance term of this Agreement or as to any other matters related to this Agreement or for a period of ten years following the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or earlier termination of this Agreement. Each Party shall use Confidential Information received from the other Party solely for the purposes of this Agreement and for no other purpose whatsoever.
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all (a) While employed by Visteon, Executive may generate or be exposed to trade secret, confidential or proprietary information (whether so designated by the Company hereinafter "Proprietary Information") including, but not limited to, inventions, future product plans, product designs, products (including prices, costs, sales or whether it is by its nature confidential content), drawings, details of Visteon's operations or proprietary) informationmarketing, datacomputer programs, documentationflow charts, customers (including identities of customers or prospective customers and identities of individual contacts at business entities which are customers or prospective customers), financial information or measures, business methods, future business plans, data bases, designs, drawingsmodels, processes operating procedures, knowledge of the organization, manufacturing processes, or any other work product of Visteon and techniques all other knowledge, information, documents or materials owned, developed or possessed by Visteon.
(b) While employed by Visteon, and for a period of ten years after completion of such employment, Executive agrees not to disclose, directly or indirectly, any Proprietary Information in any medium unauthorized manner or form) relating to the Project or to the business for any unauthorized purpose outside of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or his duties on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”)Visteon. The foregoing restriction will This obligation does not apply to such Proprietary Information which: (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this agreement by Executive; (b) is subsequently rightfully furnished to Executive by a third person without restriction on disclosure; or (c) is delivered to Executive after the expiration of the employment with Visteon.
(c) Unless authorized by Visteon, Executive will not remove from the premises of Visteon any information property or materials including any document or thing which comprises Proprietary Information. Further, upon completion of this assignment or at any time upon the request of Visteon, Executive agrees to deliver to Visteon all property or materials within Executive's possession or control including such documents and things which contain Proprietary Information. Executive covenants that he will destroy no records of Visteon's.
(d) Executive agrees to assign all right, title and interest in any Proprietary Information, whether patentable, copyrightable or not, which is (i) independently conceived or developed solely or jointly by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received Executive while employed by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law Visteon and which relates in any manner to the extent only that disclosure is required by lawactual or any anticipated business of Visteon, or (v) disclosed by the Consultant which was developed with the Company’s prior written approvaluse of time, materials, equipment or facilities of Visteon. The Consultant shall Unless authorized by Visteon in writing, Executive will not pursue patenting or copyrighting any Proprietary Information. Visteon will have sole ownership in and exclusive rights to all Proprietary Information which is conceived or developed solely or jointly by Executive while employed by Visteon and which relates in any manner to the actual or any anticipated business of Visteon, or which was developed with the use of time, materials, equipment or facilities of Visteon. Executive agrees to promptly disclose to Visteon any Proprietary Information covered by this agreement and, if requested, promptly execute a specific assignment of title to Visteon and/or a Visteon designee for such Proprietary Information. Executive agrees to take all reasonable actions necessary, even after the Confidential Information except term of this employment has ended to enable Visteon to secure such patent, copyright or other protection in the performance United States or foreign countries. Executive reserves no license to any intellectual property rights.
(e) Any materials or software developed or created by Executive relating to his employment which are protectable under the laws of the Services under this Agreement. If this Agreement is terminated for any reason whatsoeverCopyright, the Consultant shall deliver forthwith to the Company all including written or electronic documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, dataillustrations, drawings, site plansnotes, layouts, schematic drawings, surveys, plans models and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services computer software are to be considered works made for hire for Visteon and all intellectual property of any nature or kind whatsoever therein are the sole property of Visteon if it so fits within that definition in the Company Copyright Act. Executive agrees to execute all forms and are not documents relating to be used obtaining and enforcing copyright protection for such material for the United States and any other countries, even after the term of employment has ended.
(f) Executive has no right to use any trademarks owned by Visteon without the Consultant for any purpose other than the performance express written authorization of its obligations under this AgreementVisteon. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested covenants set forth in this paragraph 9 which are made by the Company from time to time to perfect or register or evidence the Company's ownership interest Executive are in any intellectual property referred to above. The Consultant represents and warrants that none consideration of the Services infringes employment, or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directorscontinuing employment of, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations compensation paid to, Executive during his employment by themVisteon.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Visteon Corp)
Confidentiality and Intellectual Property. 5.1 (a) The Consultant shall keep confidential all confidential or proprietary (whether so designated by Executive acknowledges that the Company or whether it is by its nature confidential or proprietary) informationcontinually develops Confidential Information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of that Executive may develop Confidential Information for the Company or its affiliates and that comes Executive has had and will have access to the attention and has become and will become aware of the Consultant in and informed of Confidential Information during the course of performing the Services or arising out employment. For purposes of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectivelythis Agreement, “Confidential Information”” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, not publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products (including product rates) and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The foregoing restriction Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to any information which is (i) independently developed by is generally known or readily available to the Consultant prior to or independent public at the time of the disclosure, (ii) publicly availablebecomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) rightfully received by is disclosed in furtherance of the Consultant from a third party without a duty of confidentialityExecutive’s duties under this Agreement, or (iv) disclosed under operation restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law to the extent only that disclosure is required by lawor regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 U.S.C. § 1833(b) (vthe Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) disclosed by made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the Consultant with purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the Company’s prior written approval. The Consultant shall not reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the Confidential Information except trade secret information in the performance of court proceeding, so long as any document containing the Services trade secret is filed under this Agreementseal and the individual does not disclose the trade secret except pursuant to court order. If Nothing in this Agreement is terminated intended to conflict with 18 U.S.C. § 1833(b) or create liability for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, disclosures of trade secrets that the Consultant obtained from the Company or otherwise obtained on its ownare expressly allowed by 18 U.S.C. § 1833(b).
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all (a) While employed by Visteon, the Executive may generate or be exposed to trade secret, confidential or proprietary information (whether so designated by the Company hereinafter “Proprietary Information”) including, but not limited to, inventions, future product plans, product designs, products (including prices, costs, sales or whether it is by its nature confidential content), drawings, details of Visteon’s operations or proprietary) informationmarketing, datacomputer programs, documentationflow charts, customers (including identities of customers or prospective customers and identities of individual contacts at business entities which are customers or prospective customers), financial information or measures, business methods, future business plans, data bases, designs, drawingsmodels, processes operating procedures, knowledge of the organization, manufacturing processes, or any other work product of Visteon and techniques all other knowledge, information, documents or materials owned, developed or possessed by Visteon.
(b) While employed by Visteon, and for a period of ten years after completion of such employment, the Executive agrees not to disclose, directly or indirectly, any Proprietary Information in any medium unauthorized manner or form) relating to the Project or to the business for any unauthorized purpose outside of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or his duties on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”)Visteon. The foregoing restriction will This obligation does not apply to such Proprietary Information which: (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this agreement by the Executive; (b) is subsequently rightfully furnished to the Executive by a third person without restriction on disclosure; or (c) is delivered to the Executive after the expiration of the employment with Visteon.
(c) Unless authorized by Visteon, the Executive will not remove from the premises of Visteon any information property or materials including any document or thing which comprises Proprietary Information. Further, upon completion of this assignment or at any time upon the request of Visteon, the Executive agrees to deliver to Visteon all property or materials within the Executive’s possession or control including such documents and things which contain Proprietary Information. The Executive covenants that he will destroy no records of Visteon’s.
(d) The Executive agrees to assign all right, title and interest in any Proprietary Information, whether patentable, copyrightable or not, which is (i) independently conceived or developed solely or jointly by the Consultant prior Executive while employed by Visteon and which relates in any manner to the actual or independent any anticipated business of Visteon, or which was developed with the disclosureuse of time, (ii) publicly availablematerials, (iii) rightfully received equipment or facilities of Visteon. Unless authorized by Visteon in writing, the Executive will not pursue patenting or copyrighting any Proprietary Information. Visteon will have sole ownership in and exclusive rights to all Proprietary Information which is conceived or developed solely or jointly by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law Executive while employed by Visteon and which relates in any manner to the extent only that disclosure is required by lawactual or any anticipated business of Visteon, or which was developed with the use of time, materials, equipment or facilities of Visteon. The Executive agrees to promptly disclose to Visteon any Proprietary Information covered by this agreement and, if requested, promptly execute a specific assignment of title to Visteon and/or a Visteon designee for such Proprietary Information. The Executive agrees to take all reasonable actions necessary, even after the term of this employment has ended to enable Visteon to secure such patent, copyright or other protection in the United States or foreign countries. The Executive reserves no license to any intellectual property rights.
(ve) disclosed Any materials or software developed or created by the Consultant with Executive relating to his employment which are protectable under the Company’s prior laws of Copyright, including written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all or electronic documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, dataillustrations, drawings, site plansnotes, layouts, schematic drawings, surveys, plans models and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services computer software are to be considered works made for hire for Visteon and all intellectual property of any nature or kind whatsoever therein are the sole property of Visteon if it so fits within that definition in the Company Copyright Act. The Executive agrees to execute all forms and documents relating to obtaining and enforcing copyright protection for such material for the United States and any other countries, even after the term of employment has ended.
(f) The Executive has no right to use any trademarks owned by Visteon without the express written authorization of Visteon. The covenants set forth in this paragraph 10 which are not to be used made by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest Executive are in any intellectual property referred to above. The Consultant represents and warrants that none consideration of the Services infringes employment, or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directorscontinuing employment of, and any others for whom the Consultant is responsible at law shall comply with compensation paid to, the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations Executive during his employment by themVisteon.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Visteon Corp)
Confidentiality and Intellectual Property. 5.1 The Consultant shall keep 6.1. Without prejudice to the right granted to Mérieux NutriSciences to use the Customer Content under these Terms, neither party may disclose the other party’s confidential all confidential or proprietary (whether so designated by the Company or whether it is by its nature confidential or proprietary) information, dataincluding these Terms and any detail related to the Service Orders, documentationto any third party, designsother than its duly authorized representatives, drawingsaffiliates, processes employees or agents who have a need to know for the purpose of the Service Order and techniques (in who are bound by
6.2. Any Service Report or Results furnished by Mérieux NutriSciences is furnished solely for the benefit of Customer and the contents of any medium such Service Report or form) Results shall be the confidential property of Customer. Customer shall not at any time misrepresent the content of any Service Report, Results, or other information received from or relating to the Project or to the business of the Company Mérieux NutriSciences or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the ConsultantCustomer.
6.3. Customer shall not, without Mérieux NutriSciences’ prior written consent, (i) use Mérieux NutriSciences’ name, trademark, or is otherwise acquired logo; or developed by (ii) use any Results or Service Report in any manner which may cause harm to Mérieux NutriSciences’ reputation and/or its business.
6.4. Mérieux NutriSciences, and/or its third party providers and licensors, shall at all times retain ownership of all rights, title and interest in and to all Application Platforms, Software Applications, Application Dashboards and any copies and parts thereof (including all enhancements, revisions, updates, modifications, supplements, interim works and derivative works thereto), any related technical know-how and all copyright, patent and other intellectual property rights therein. Customer understands that, from time to time, Customer may provide information to Mérieux NutriSciences on which Mérieux NutriSciences may partly rely to design, structure or develop a modification, improvement, or update to the Consultant during the Term Software System (collectively, “Confidential InformationDevelopments”). The foregoing restriction Customer hereby consents to Mérieux NutriSciences’ use of such information to design, to structure or to determine the scope of such Developments and acknowledges and agrees that any such Developments shall be, and shall remain, the sole and exclusive property of Mérieux NutriSciences. Customer will have no rights, ownership or interest in or to any Software System except for (as applicable) a limited license for use, and Mérieux NutriSciences expressly reserves all rights not otherwise specifically granted thereunder.
6.5. Customer will retain intact and will not apply modify or remove any of Mérieux NutriSciences’ or its licensors’ or providers’ trademarks, service marks, logos, copyright and/or trademarks designators or makings, ownership indicators from any Service Reports or other report forms, splash or display screens, printout pages, or other forms of retrieved data or displays of any Software System. Customer acknowledges and agrees that a copyright notice shall not cause, or be deemed or construed as causing, any Software System or documentation to any information which is (i) independently developed by be a published copyright work or to be in the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law public domain.
6.6. Except to the extent only that disclosure specifically set forth in these Terms or in a Service Order, no right to license whatsoever, either express or implied, is required by lawgranted under any copyright, trade secret, trademark, trademark application, patent, patent application, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other personproprietary right now or hereafter owned or controlled by Customer or Mérieux NutriSciences.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Sources: Terms and Conditions for Services
Confidentiality and Intellectual Property. 5.1 The Consultant 3.1 Employee shall keep not at any time copy, use, disclose or authorize anyone else to copy, use or disclose, any Confidential Information of Employer or the Affiliates. Confidential Information includes, but is not limited to, memoranda, notes, documents or records, whether or not marked confidential, progress reports, milestone reports, or other material considered by Employer and/or the Affiliates to be of a proprietary, sensitive and/or confidential all confidential nature; names, addresses and practices of Employer's or proprietary (whether so designated by the Company or whether it is by its nature confidential or proprietary) Affiliates' customers, business contacts, suppliers, manufacturers, investors, and the like; customer service requirements; management practices and personnel data; selling processes; pricing policies and lists; sources of supply; electronic information formats; computer software, data bases, and electronic files; business plans; financial policies, non-public information, dataand the like.
3.2 Employee shall not use (or permit others to use) for personal purposes any property of Employer or the Affiliates, documentationincluding but not limited to, designsmaterials containing Confidential Information. Further, drawingsEmployee shall not make copies of, processes resell or transfer any software or other intellectual property owned or licensed by Employer. On termination of employment, Employee will deliver to Employer all property belonging to Employer, and techniques (will not retain any copies or reproductions of any documents containing Confidential Information or relating in any medium or form) relating to the Project or way to the business of Employer.
3.3 Subject to paragraph 6.8, it is understood and agreed that any and all intellectual property, inventions, discoveries, developments, know-how, innovations or the Company like created or its affiliates developed by Employee pursuant to this agreement shall be works for hire, shall be the sole and exclusive property of Employer and/or the Affiliates, as appropriate, and that comes Employee shall retain no rights thereto. Employee shall turn over to Employer all information, notes, files, documents, data and the attention like pertaining to such intellectual property, inventions, discoveries, developments, know-how, innovations and the like, and shall not maintain copies on home computers or similar devices without Employer's prior written consent. Employee will disclose and assign to Employer any and all material of the Consultant in a proprietary nature, particularly including, but not limited to, material subject to protection as trade secrets or as patentable or copyrightable ideas, inventions and/or innovations which Employee may conceive, invent, discover or create during the course of performing Employee's employment. Upon Employer's request, either during or at any time after the Services or arising out termination of Employee's employment with Employer, and without further compensation, Employee will execute and deliver all papers, including applications for patents, copyrights, trademarks, and service marks and do such other acts as may be necessary for Employer to obtain and maintain its proprietary rights in such proprietary material in any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating countries and to vest title thereto in Employer. Employee hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇, Esq. as attorneys-in-fact for the Servicessole and limited purpose of executing legal instruments in Employee's name that are reasonably necessary for the assignment, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans transfer and other documentation, material or information (in any medium or form) produced by or on behalf protection of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of Employer or the Company in connection with any advertising or publicity materials or activities except Affiliates, as expressly permitted by the Company in writingappropriate.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 3.4 The provisions of this Article 5.0 section shall survive expiration or termination of the Employment Period and any extensions or renewals thereof.
3.5 Employee acknowledges that a violation of this Agreementsection would cause Employer irreparable harm. Consequently, in addition to all other remedies to which Employer is entitled, Employer may enjoin Employee from disclosing or using Confidential Information in violation of this section.
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant Contractor shall keep confidential all confidential neither, during the period of this Agreement, (except in the proper performance of the Services) nor at any time after its termination (without limit), directly or proprietary (whether so designated by the Company indirectly:
8.1.1. use Confidential Information for his own purposes or whether it is by its nature confidential those of any other person, firm, company or proprietary) other organisation whatsoever; or
8.1.2. disclose to any person, company or other organisation whatsoever, any information, data, documentationknow-how, designstrade secrets and other materials whatsoever, drawings, processes and techniques (in any medium form whatsoever, relating wholly or form) relating to the Project or partly to the business of the Company Company, whether or its affiliates that comes not marked as or otherwise indicated to be confidential, including but not limited to any such information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and sales information, business plans or dealings, other service providers, employees or officers, financial information and plans, designs, formulae, product lines, services, legal affairs, research activities, any works, any passwords or encryption tools used in relation to the attention Services, any document marked ‘Confidential’ (or a similar expression), or any information which the Contractor bas been told is of a confidential nature or which it might reasonably expect the Company would regard as confidential or any information which has been given to the Company in confidence by customers, suppliers or any other persons (“Company Confidential Information”) The Contractor acknowledges and accepts and shall procure that any other third parties to whom any Company Confidential Information is disclosed pursuant to this Agreement shall acknowledge and accept the highly confidential nature of the Consultant information contained on the system and the Company Confidential Information which will be available to them in the course of performing the Services or arising out of any research and development work conducted for or on behalf All Company Confidential Information shall remain at all times the property of the Company or Group Company as the case may be and shall be returned to the Company on demand by the ConsultantCompany and, in any event, on the termination of this Agreement. Any document or is otherwise acquired other materials (whether in paper, hard disk, portable disk or developed other format) created by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant Contractor in connection with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, shall be the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company or relevant Group Company as the case may be and shall be treated as being Company Confidential Information. No rights are not reserved to be used by the Consultant for Contractor The obligations contained in this Clause 8 shall cease to apply to any purpose information or knowledge which:
(i) is or becomes public knowledge other than through any act or omission constituting a breach of the performance of its Contractor’s obligations under this Agreement. The Consultant waives all moral rights that it ; and
(ii) Information which the Contractor can prove was already in the Contractor’s possession and at its free disposal before the date of this agreement or prior to any other agreement with the Company; and
(iii) Information received in good faith from a third party having no obligation of confidentiality towards the Company and which third party was free to disclose such information; and
(iv) where such use or disclosure has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested been properly authorised by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.aforesaid; and
Appears in 1 contract
Sources: Independent Contractor Agreement (High Roller Technologies, Inc.)
Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all confidential or proprietary (whether so designated by the Company or whether it is by its nature confidential or proprietary) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of the Company or its affiliates that comes to the attention of the Consultant in the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 6.1 The Consultant acknowledges that the Company Confidential Information consists entirely of trade secrets, confidential and proprietary information that is subject the exclusive property of the Company or Associates from whom the Company has obtained its rights. At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will treat the Company Confidential Information in strict confidence and will not, directly or indirectly, disclose, allow access to, transmit or transfer the Confidential Information to a third party (other than the Company’s or any Associate’s directors, officers, bankers, consultants, business collaborators or partners, licensors, sublicensees, suppliers, distributors, agents and legal and financial advisors in the ordinary course of business and on a reasonable need to know basis) unless otherwise required by law or by a regulatory authority having jurisdiction over the Company, or except as previously approved in writing by the Company. The Consultant will protect such Company Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. The Consultant acknowledges and agrees that nothing contained in this Agreement will be construed as an assignment to the Access to Information Act (R.S.C.Consultant of any right, 1985, c. A-1) title or interest in the Company Confidential Information. As between the Company and the Privacy Act (R.S.C.Consultant, 1985all right, c. P-21) title and that information provided interest relating to the Company Confidential Information is expressly reserved by the Company and the Associates from whom the Company has obtained its rights. All documents containing Confidential Information are the property of the Company or the relevant Associate.
6.2 At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in connection the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will not use any of the Company Confidential Information in any manner except as reasonably required for the Consultant to provide the Services. Without limiting the generality of the foregoing, the Consultant agrees that at all times during and subsequent to the consulting relationship, the Consultant will not use or take advantage of the Company Confidential Information for creating, maintaining or marketing, or aiding in the creation, maintenance or marketing, of any product that is competitive with any of the Products.
6.3 The Consultant will not copy or reproduce the Company Confidential Information except in the course of the Consultant’s consulting relationship with and for the benefit of the Company or with the written approval of the Company. All copies of Company Confidential Information remain the property of the Company.
6.4 Nothing in this Agreement may be subject precludes the Company from obtaining, protecting or enforcing its intellectual property rights or enforcing the Consultant’s obligations pursuant to the provisions of these ActsSection 6.0 or Section 7.0 in a court of competent jurisdiction, or from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant acknowledges that irreparable harm may result to the Company if the Consultant breaches the Consultant’s obligations under Section 6.0 or Section 7.0. The Consultant acknowledges that such a breach may not properly be compensated by an award of damages. Accordingly, the remedy for any such breach may include, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date, and the Company will be entitled to seek injunctive relief restraining the Consultant from breaching any of the provisions of Sections 6.0 and 7.0.
5.6 6.5 The Consultant agrees to make full disclosure to the Company of each Work Product promptly after its creation. The Consultant hereby assigns and transfers, and agrees to assign and transfer as they arise, to the Company, and agrees that the Company will be the exclusive owner of, any and all rights, title and interests that the Consultant may have in and to each Work Product (including for more clarity those Work Product created prior to the Effective Date in connection with the Business) throughout the world, including all trade secrets, patent rights, copyrights and all other intellectual property rights therein. The Consultant further agrees to cooperate fully at all times during and subsequent to the Term with respect to signing further documents and doing such acts and other things reasonably requested by the Company, at the Company’s expense, to confirm such transfer of ownership of rights, including intellectual property rights, effective at or after the time the Work Product is created and to enable the Company to apply for, obtain, and enforce patents or copyrights or other rights or protections relating to the Work Product in any and all countries. The Consultant agrees that the obligations in this Section 6.5 will continue beyond the termination of this Agreement with respect to any and all Work Product made, conceived, created, invented, developed, acquired or reduced to practice prior to or during the Term. For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Work Product, the Work Product will be considered a work made for hire and the Company will be considered the author thereof. Should the Consultant for any reason fail to provide the Company with the assistance required by this Section 6.5, then the Consultant hereby irrevocably designates the CEO as the agent and attorney-in-fact of the Consultant to execute and file any such documents and to do all lawful acts necessary to apply for and obtain patents, copyrights and other protections, and to enforce the Company’s rights under this Section 6.5. The Consultant will not receive any further consideration in respect of post-termination assistance provided to the Company, provided that the expense of obtaining or enforcing intellectual property protection, including the reasonable expenses of the Consultant, will be borne by Company. Notwithstanding anything contrary in the foregoing, the parties acknowledge that the provisions of this Article 5.0 shall survive expiration or termination Section 6.5 are subject to the Consultant’s obligations set forth in Sections 2.5 and 2.6 of this Agreement and the terms of the License Agreement. For the avoidance of doubt, the obligations under this subsection 6.5 do not apply to Excluded Work Product.
6.6 The Consultant agrees that the Company, its assignees and their respective licensees are not required to designate the Consultant as the author of any Work Product. The Consultant hereby waives in whole all moral rights that the Consultant may have in any Work Product, including the right to the integrity of the Work Product, the right to be associated with the Work Product, the right to restrain or claim damages for any distortion, mutilation or other modification of the Work Product, and the right to restrain use or reproduction of the Work Product in any context and in connection with any product, service, cause or institution.
Appears in 1 contract
Confidentiality and Intellectual Property. 5.1 The Consultant 9.1 As used herein "Confidential Information" shall keep confidential mean all confidential or proprietary information concerning Company, and its business of providing related services (whether so designated by collectively the Company or whether it "Business") which information is by its nature confidential or proprietary) information, data, documentation, designs, drawings, processes and techniques (in any medium or form) relating not generally available to the Project or public and is valuable to the business of the Company, including, but not limited to, customer lists, customer information, business relationships, trade secrets, technical know-how, processes, methods, techniques, procedures, expertise, software programs, data bases, documentation, financial data, personnel information, marketing strategies and programs, and pricing information, and all other data and information treated by Company as Confidential Information. Confidential Information shall not include any information or its affiliates that comes data which (1) is available to the attention public, (2) becomes public information or widely known through no fault of the Consultant.
9.2 Consultant in acknowledges that during the course of performing the Services or arising out of any research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will not apply to any information which is (i) independently developed by the Consultant prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant 's employment with the Company’s prior written approval, Consultant will have learned or developed in trust and confidence Confidential Information owned by the Company. The At all times during Consultant's employment with the Company and after the termination thereof, Consultant shall not use maintain the Confidential Information in strict confidence and shall not divulge the Confidential Information to any person, corporation or other entity, or use in any manner, or knowingly allow another to have access to the Confidential Information.
9.3 Consultant agrees that, except as required in the performance of Consultant's duties, Consultant will not, at any time during Consultant's employment or any time after the Services under this Agreement. If this Agreement is terminated for any reason whatsoevertermination of Consultant's employment, the Consultant shall deliver forthwith to the Company all documentsuse, records and reports and all other information or data relating to the Servicespublish, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its owndisclose in any way to any person, firm or corporation any Confidential Information of Company, or of any other party to which Company owes an obligation of confidence, and which has not become a part of the public domain through no fault of Consultant.
5.2 9.4 All researchnotes, reports, studies, data, drawingscomputer printouts, site financial information, business plans, layoutsanalysis, schematic drawings, surveys, plans and or other documentation, material or information (in any medium or form) produced documents created by or on behalf of the given to Consultant during employment concerning or related to Company's Business in the performance of the Services all media forms, and all intellectual property of any nature whether or kind whatsoever therein not containing or relating to Confidential Information, are the sole property of the Company and are not will be promptly delivered to be used by Company upon the Consultant for any purpose other than the performance termination of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the CompanyConsultant's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other personemployment.
5.3 The 9.5 Consultant agrees that, at all times Consultant's employment with Company and for a period of two (2) years thereafter, Consultant shall not make directly or indirectly attempt to hire any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name employee of the Company in connection or to induce any employee of Company to terminate his or her employment with any advertising or publicity materials or activities except as expressly permitted by the Company in writingCompany.
5.4 The 9.6 Consultant shall take all steps necessary to ensure recognizes and affirms that all in the event of its employees, independent contractors, officers, directors, and breach by Consultant of any others for whom of the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with this Agreement may be subject to the provisions of these Acts.
5.6 The provisions of this Article 5.0 9, money damages would be inadequate and Company would have no adequate remedy at law. Accordingly, Consultant agrees that Company shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Consultant obligations under this Article 9 not only by an action or actions for damages, but also by an action or actions for specific performance. injunction and/or other equitable relief to enforce or prevent any violations, whether anticipatory, continuing or future, of the provisions of the Article 9.
9.7 If any of the provisions of Article 9 of this Agreement are adjudicated to be excessively broad as to: (1) geographic area, (2) the nature of the business activity involved, (3) duration in time, or (4) any other attribute, the parties authorize the court construing the same to modify the excessively broad provisions to such limited extent as is reasonable, given the original express of intent of the parties, and to enforce the restriction as modified or to eliminate the restriction if it cannot be reasonably modified. Any provisions of this Agreement not so modified or eliminated shall remain in ▇▇▇▇ force and effect.
9.8 Consultant agrees that, except as otherwise required by law, Consultant will not at any time without the prior consent of Company discuss or otherwise divulge to any person or entity other than Consultant's legal counsel any opinion, information, evidence or testimony which Consultant is to offer in any litigation, arbitration, or other adversarial proceeding in which the Company, its interests or the interests of its shareholders are directly or indirectly involved. If Consultant is contacted by or approached by any person or entity to discuss or disclose any such matters, Consultant will immediately report the occurrence to Company. If Consultant is served with legal process of any kind which requires Consultant to disclose any such matters, Consultant will immediately report such service to Company, provide Company with copies of the process, and decline to respond to the process until: (1) the last date permitted for response to the process, or (2) Company's counsel shall have determined how to proceed in the Company's best interest, whichever event shall first occur. The covenants given by Consultant under this Article 9 will survive expiration or the termination of this AgreementConsultant's employment.
Appears in 1 contract
Sources: Consulting Agreement (Fact Corp)
Confidentiality and Intellectual Property. 5.1 9.1 The Consultant property, and any copyright, design rights or other intellectual property rights in the Software and other technology and techniques comprising the TCW Services and any Output Material shall, unless otherwise specifically agreed in Writing between the Client and the Company, belong to the Company, but the Client shall keep confidential be entitled to use the Output Material for the purposes of utilising the TCW Services by way of a non-exclusive revocable licence, subject to payment in full of all confidential sums payable under this contract.
9.2 The Client acknowledges that all knowhow, inventions, intellectual property, designs, database rights, computer software, business processes and trademarks comprising the TCW Services, howsoever arising are the exclusive and valuable property of the Company. The use of the TCW Services by the Client shall not confer or proprietary (whether so designated be deemed to confer to the Client any rights whatsoever in respect of any part or aspect of the TCW Services.
9.3 The Client acknowledges that the TCW Services are being provided by the Company to the Client on a subscription basis and the Client shall have no rights to access, use, or whether it is by otherwise enjoy the benefit of the TCW Services outside the term of this agreement as set out in the Services Price and Term section above.
9.4 The Client undertakes not to disclose to any other party information and knowledge that comes into its nature possession in respect of the TCW Services, which can reasonably considered to be confidential or proprietary) informationincluding without limitation information in connection with knowhow, datainventions, documentationintellectual property, designs, drawingsdatabase rights, processes computer software and techniques (business processes.
9.5 Any information provided by the Client which is designated confidential in writing by the Client, and any medium Output Material, shall be kept confidential by the Company, and all Output Material or form) relating to the Project or to the business of other information provided by the Company or its affiliates that comes to the attention of the Consultant which is designated confidential in the course of performing the Services or arising out of any research and development work conducted for or on behalf of writing by the Company shall be kept confidential by the Consultant, or is otherwise acquired or developed by Client; but the Consultant during the Term (collectively, “Confidential Information”). The foregoing restriction will shall not apply to any documents or other materials, data or other information which either party is (i) independently developed required to disclose by law or by statutory requirements or which are public knowledge at the Consultant prior time when they are so provided by either party, and shall cease to or independent apply if at any future time they become public knowledge through no fault of the disclosure, (ii) publicly available, (iii) rightfully received other party or is lawfully disclosed to the other party by the Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to party.
9.6 The Output Material is prepared exclusively for the extent only that disclosure is required by law, or (v) disclosed by Client for the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance purposes of the Services Contract and may not under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own.
5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to circumstances be used by the Consultant any third party. The Company is not liable for any purpose other than Output Material so used and the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant Client shall take all steps reasonably requested by indemnify the Company from time to time to perfect against all liability and loss, damages and expenses awarded against or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person.
5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other matters related to this Agreement or the Services, unless the Company has given its prior written approval to such press release or public statement. The Consultant may not use the name of incurred by the Company in connection with any advertising or publicity materials or activities except as expressly permitted by claims in connection with such use of the Company in writingOutput Material and the TCW Services.
5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them.
5.5 The Consultant acknowledges that 9.7 While the Company is subject not aware, to the Access best of its knowledge, that any Output Material is in infringement of any design rights, copyright or other intellectual property rights of any third party, it does not give any particular warranty in this respect. The Client should verify the accuracy of any information before acting upon it.
9.8 The Company makes no claim that The Company Website is free from viruses or data corrupting or damaging material. All representations and warranties relating to Information Act (R.S.C.The Company Website, 1985express or implied, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided are excluded. [The Company does not have any liability to the Client arising out of the Client’s use of The Company in connection with this Agreement may be subject to the provisions Website or interruption of these Actsits use.
5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement.]
Appears in 1 contract
Sources: Subscription Agreement