Confidentiality Intellectual Property Data Clause Samples

Confidentiality Intellectual Property Data. (a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or other information relating to the Disclosing Party’s business, which may include personally identifying information of individuals (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services, including, but not limited to any software or source code provided in connection with the Services. Evaluator will not remove or export the Services or any Proprietary Information of the Company or any direct product thereof from the United States. Evaluator will disclose the Services and Company Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and consultants have agreed in writing to be bound by the provisions of this Agreement. Evaluator is responsible for any noncompliance by its employees or consultants. Evaluator shall not, without the prior written consent of Company, disclose or otherwise make available the Services or copies thereof to any third party. Proprietary Information of Evaluator includes, but is not limited to, any and all trade secrets and other confidential information of Evaluator, including, without limitation, data, know-how, employee and client information, business plans, financial information, computer software and programs (including object code and source code), and any other information, however documented. The Receiving Party agrees: (i) to take no less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information, except Disclosing Party’s trade secrets, after one (1) year following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Receiving Party ...