Confidentiality, Intellectual Property and Data Protection Clause Samples

This clause establishes the obligations of the parties to protect confidential information, respect intellectual property rights, and comply with data protection laws. It typically requires each party to keep proprietary information secret, refrain from unauthorized use or disclosure, and ensure that any personal data is handled in accordance with applicable regulations. By setting clear boundaries and responsibilities, the clause safeguards sensitive business information, prevents misuse of intellectual property, and ensures legal compliance regarding data privacy.
Confidentiality, Intellectual Property and Data Protection. Each party shall treat the Contract and any information it may have obtained or received in relation thereto or arising out of or in connection with the performance of the Contract or its negotiation or relating to the business or affairs of the other as private and confidential and neither party shall publish or disclose the same or any particulars thereof without the prior written consent of the other or as may be permitted under the later provision of this Clause. As between the parties, all Intellectual Property now known or hereafter recognised in any jurisdiction in and to the Service, Reports, the Software and the Equipment and in each case all software embedded therein or related thereto, all data and information contained therein (excluding individual factual data gathered from the Client's IP addresses) (the "Intellectual Property Rights") are owned by Pentest People and/or its licensors, and Client agrees to make no claim of interest in or ownership of any such Intellectual Property Rights. Client further acknowledges that the structure, organisation, and code of the Software are the valuable trade secrets of Pentest People and/or its licensors. Client acknowledges that no title to the Intellectual Property Rights in the Service or the Reports is transferred to Client, and that Client does not obtain any rights, express or implied, in the Service or the Reports, including any information contained within the Reports, other than the rights expressly granted in this Agreement. Both parties shall ensure that they, their employees, agents and sub-Contractors shall observe the requirements of the GDPR and Data Protection Act 2018 and any amendments or revisions thereto in the provision and use of the subject matter of the Contract and personal data processed under it and shall comply with any request made or direction given to the other which is directly due to the requirements of such Act. On the conclusion or termination of the Contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause. The obligations relating to confidentiality shall continue notwithstanding termination of this Agreement until such time as the information is no longer confidential in nature. It is the Client's responsibility to change...
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Confidentiality, Intellectual Property and Data Protection. 18.1 The terms of this Framework Agreement and its Clauses, Schedules, Appendices, Annexures and Parts and all Confidential Information are confidential and shall not be disclosed by the Consultant to any third party without EEM's prior written consent provided that nothing in this Clause 18 shall prevent disclosure to the Consultant's insurers or professional advisers. 18.2 The obligations in Clause 18.1 do not apply to any information which is already in the public domain or to any information which came to the relevant party otherwise than in connection with the Consultant's involvement in the Services save where its entry into the public domain or its coming to the Consultant, was as a result of a breach by the Consultant of any contractual obligation. 18.3 The Consultant will take all reasonable steps to ensure that the Consultant's employees, agents and sub-contractors are bound by these confidentiality obligations. 18.4 The Consultant licences to EEM, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the Documents necessary for EEM to use the same for all reasonable purposes (other than manufacture) connected with this Framework Agreement. 18.5 The Consultant shall, promptly at EEM's request, do (or procure to be done) all such further acts and things and execute all such other documents as EEM may from time to time require for the purpose of securing for EEM the full benefit of this Framework Agreement. 18.6 The Consultant shall obtain waivers of any moral rights (including in any Document and in the Deliverables) to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ or any similar provisions of law in any jurisdiction. 18.7 With respect to the parties' rights and obligations under this Framework Agreement, the parties agree that EEM is the Data Controller and that the Consultant is the Data Processor. 18.8 The Consultant shall: 18.8.1 process the Personal Data only on behalf of EEM, only for the purposes of performing this Framework Agreement and only in accordance with instructions contained in this Framework Agreement; 18.8.2 not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by EEM; 18.8.3 at all times comply with the provisions of the Seventh D...
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Confidentiality, Intellectual Property and Data Protection. 10.1 Both Parties agree that they will keep confidential all information of a confidential or commercially sensitive nature that it obtains from the other Party (or from any person acting on behalf of the other Party) (“the Confidential Information”), and will use the Confidential Information solely to fulfil their respective obligations under the Terms or as may be required by law. 10.2 For the purposes of this Clause 10, the following will not be classified as Confidential Information: 10.2.1 information which is publicly known at the time of disclosure; 10.2.2 information which, after disclosure by either party, becomes publicly known other than through a breach of this contract; 10.2.3 information which either Party can demonstrate was already known to it prior to its disclosure by the other Party; 10.2.4 information which either Party can show was developed independently by its own employees, agents or subcontractors, who were not aware of the information disclosed by the other Party; 10.2.5 information which either Party can show was made available to it by a third party, who had the legal right to do so, and who had not imposed on that party any obligation of confidentiality. 10.3 Cedar will at the request of the Client use its best endeavours to ensure that the Candidate and/or Candidate’s Representative signs such confidentiality agreement(s) in favour of the Client as the Client may reasonably require.
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Confidentiality, Intellectual Property and Data Protection 
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Related to Confidentiality, Intellectual Property and Data Protection

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter: (a) The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive’s duties for the Company, and except to the extent required by law (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, however, that Confidential Information shall not include any information that has entered or enters the public domain through (i) no fault of the Executive, and (ii) no breach by any other current or former employee of his/her confidentiality obligations to the Company.

  • Confidentiality and Intellectual Property Rights (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

  • Intellectual Property and Confidentiality (a) Except for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

  • Confidentiality and Intellectual Property 6.1 You must not disclose to any other person or entity any confidential information belonging to the Group or any of its divisions, customers, suppliers or collaboration partners (including, without limitation, this Contract, specifications, formulae, manufacturing processes, know-how and any technical or economic information) or use such information for any purpose except for the supply of goods and/or services to us or as expressly authorised in writing by us. You must return to us such information and any copies if requested. 6.2 You must, on request, transfer to us, free of charge and free from encumbrances, any documents, specifications, plans, drawings, samples, information or goods created or prepared for us by you or your employees, subcontractors and consultants, which we may use without any charge. 6.3 Intellectual property rights in any information, documentation, prototypes or tooling provided by us to you shall remain owned by us or our customers or our suppliers and shall only be used for the sole purpose of supplying goods and/or services to us. If any intellectual property rights are created or generated from such information, documentation, prototypes or tooling or in performing the Contract then such rights shall be owned by us.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.