Confidentiality and Ownership of Proprietary Information Clause Samples

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Confidentiality and Ownership of Proprietary Information. The Employee acknowledges and agrees that any and all Company products, information, data, documents, materials, methodologies, ideas, concepts, techniques, know-how, plans, designs, programs, systems or processes of any and every kind, nature or description, or whatever which he may learn, create, receive, use, become aware of or work with while employed by the Company including but not limited to business practices and procedures, product development, customer lists and customer prospect materials, customer service records, (hereinafter referred to collectively and with respect to each constituent item, portion, part or element thereof as the “Information”) are owned by, proprietary to and constitute the trade secrets of the Company. The Employee further agrees, covenants, represents and warrants that he will treat the Information as strictly confidential and will never disclose such Information to anyone without the Company’s prior written permission and consent. The Employee further agrees, covenants, represents and warrants that he will use the Information only in furtherance of the Company’s business and interests, and that he will make no use of such Information in any other present or future activities, employment or business ventures, regardless of whether such activities or ventures are intended to or actually generate revenues or financial benefits to the Employee or any other person. In the event the employment relationship terminates, for any or whatever reason, the Employee further agrees that, before his departure from the Company, he will return any and all Company products, equipment and Information that he may have in his possession.
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Confidentiality and Ownership of Proprietary Information. Notwithstanding anything to the contrary set forth herein, BIOCRYST and RECIPIENT agree to maintain the confidentiality of all of the other party's Confidential Information, provided or generated in connection with this MTA and each party will promptly return to the other party all copies of written materials, whether secret or otherwise, which have been so provided or generated except for one archive copy. BIOCRYST and RECIPIENT further agree that they will not use such information or disclose it to third parties, except within the scope of this MTA. Upon termination of this MTA, this obligation will continue for a period of five (5) years from the date of termination. For the purposes of this MTA, Confidential Information shall mean all nonpublic, proprietary or otherwise confidential information, now owned, licensed or controlled or hereafter acquired, developed, owned, licensed or controlled by a disclosing party during the term of this MTA and which is disclosed in writing or (if disclosed orally) confirmed in writing and marked "Confidential". Confidential Information may include, but is not limited to: (i) chemical compounds; (ii) Technology; and (iii) the existence and details of this MTA. Ownership of all Technology and related intellectual property rights created under this MFA shall be governed by the Terms of the Agreement. Information will not be considered Confidential Information hereunder that: a. is publicly known when disclosed by the disclosing party; b. later becomes publicly known without fault of the receiving party; c. is known by the receiving party before disclosure by the disclosing party d. is independently discovered by the receiving party without use of the confidential information; or e. is required to be disclosed by court order or regulation. 5. 00 Warranty -------- 5.01 BIOCRYST warrants to RECIPIENT that it has the lawful right to transfer samples of Compound. 5.02 Nothing in this MTA: a. is a warranty or representation that anything made, used, sold, or offered for sale under any license from BIOCRYST is or win be free from infringement of patents of third parties; b. is an obligation to bring or prosecute actions or suits against third parties for patent infringement.
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Confidentiality and Ownership of Proprietary Information a. Each party agrees that all inventions, schematics, list of suppliers, know-how, and all other technical, business and financial information that it obtains from the other party that is identified in writing as “Confidential” or “Proprietary” is the confidential property of the disclosing party. Except as expressly allowed herein, the receiving party will (i) hold such information in strictest confidence, (ii) will not use or disclose such information, (iii) take reasonable protective measures to ensure the same treatment as it provides for its own confidential information, and (iv) similarly bind its employees, agents, temporary employees and contractors in writing for a period of three (3) years following termination of this Agreement. The receiving party shall not be obligated under this Section 17 with the respect to information that the receiving party can document:
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Confidentiality and Ownership of Proprietary Information a) Supplier acknowledges that, in the course of providing services hereunder, Supplier may have access to the confidential information of Customer or Covendis (each, as applicable, a “Disclosing Party”) and Covendis may have access to background check results and other confidential information relating to Supplier Staff and representatives (for purposes of this Section 8, Supplier and Covendis are sometimes referred as a “Receiving Party”). Receiving Party agrees that it shall take reasonable steps to protect the Confidential Information (as defined below) of Disclosing Party, using reasonable methods that are no less stringent than the methods used by Receiving Party to protect its own proprietary information, during the term of the Agreement and thereafter, and shall prevent the duplication or disclosure of Confidential Information, other than by or to its employees who must have access
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Confidentiality and Ownership of Proprietary Information 
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Related to Confidentiality and Ownership of Proprietary Information

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

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

  • Confidentiality and Proprietary Information 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Non-Disclosure of Proprietary Information The Officer acknowledges that all Proprietary Information is received or developed by him in confidence and is the property of the Company. During the period of engagement and thereafter, the Officer will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company: (i) disclose, publish or make available, other than to an authorized employee, officer, or Officer of the Company, any Proprietary Information; (ii) sell, transfer or otherwise use or exploit any Proprietary Information; (iii) permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or (iv) retain upon termination or expiration of the Period of Engagement any Proprietary Information, any copies thereof or any other tangible or retrievable materials containing or constituting Proprietary Information.