Obligations and Restrictions Clause Samples

Obligations and Restrictions. HQI shall use the Processed Data only as permitted or required by the Agreement, BAA, and applicable law, each of which permits HQI to use the Processed Data to create one or more limited data sets.

Obligations and Restrictions. (1) PalmSource shall not charge or receive any compensation for the delivery of copies of the Modified ROM Image. (2) Licensee shall not further modify any Modified ROM Image for use with products other than Licensee Products. (3) Each copy of the Modified ROM Image distributed by PalmSource shall be distributed subject to the terms of a written agreement, the terms of which shall be at least as protective as the ROM Image ▇▇▇▇. PalmSource shall use reasonable efforts to have the written agreements be valid and enforceable, and shall use reasonable efforts to employ signed written agreements in jurisdictions where PalmSource knows click through or other unsigned agreements are not valid and enforceable. (4) PalmSource shall not permit the distribution or re-distribution of any Modified ROM Image by any third party, including, but not limited to, persons who license the Modified ROM Image under the ROM Image ▇▇▇▇. (5) If PalmSource decides to distribute the Modified ROM Image from its developer website, PalmSource shall include a link to the home page of Licensee’s developer website, together with a caption that reads substantially as follows: “For more Palm tools and programs, click here <URL for Palm’s current developer site>”.

Obligations and Restrictions. (1) Licensee shall not charge or receive any compensation specifically for the delivery of copies of the ROM Image. (2) Licensee shall not distribute any copies of the ROM Image that are designed for use with products other than Licensee Products. (3) Each copy of the ROM Image distributed by Licensee must be distributed subject to the terms of a written agreement, the terms of which shall be at least as protective as the ROM Image ▇▇▇▇. Licensee shall use reasonable efforts to have the written agreements be valid and enforceable, and shall use reasonable efforts to employ signed written agreements in jurisdictions where Licensee knows click through or other unsigned agreements are not valid and enforceable. (4) Licensee shall not permit the distribution or re-distribution of any ROM Image by any third party, including, but not limited to, persons who license the ROM Image under the ROM Image ▇▇▇▇. (5) Licensee shall include a link to the home page of PalmSource’s developer website, together with a caption that reads substantially as follows: “For more Palm OS tools and programs, click here <URL for ▇▇▇▇▇▇▇▇▇▇.▇▇▇’s current developer site>.” (6) Licensee shall deliver to PalmSource a copy of each version of the ROM Image promptly upon making the version available to third party developers.

Obligations and Restrictions. 3.1 The undersigned’s right to make derivative works is limited to modifications, adaptations, or other changes to the Licensed Copyright necessary to tailor the Licensed Copyright to the needs of an individual patient or patient population. Such derivative works shall not be used for any other purpose, nor shall they be made available to any third party outside the specific patient context for which they were created. The undersigned will provide copies to USC of any derivatives of Licensed Copyright they create, which shall be subject to review and approval of USC. Versions with spelling, grammatical, or formatting changes only do not need to be submitted. USC reserves the right to recommend changes and/or prohibit use of the Lifestyle Redesign® service mark on such derivatives if they do not meet USC standards. 3.2 The undersigned will provide descriptions to USC of any proposed new clinical service lines or programs they create that incorporate the Licensed Copyright or derivative works based on Licensed Copyright, which shall be subject to review and approval of USC. USC reserves the right to recommend changes and/or prohibit use of the Lifestyle Redesign® service mark on such programs if they do not meet USC standards. 3.3 The undersigned hereby grants to USC a non-exclusive, non-revocable, perpetual, royalty free, sublicensable right to copy, distribute, adapt, derivatize, and display such derivatives for any purpose. The undersigned must allow USC to share with other certified users any derivative of Licensed Copyright via the same password- protected area on USC’s website. 3.4 The undersigned must accurately represent the Lifestyle Redesign® intervention framework when they are marketing or describing their work as using Lifestyle Redesign®. 3.5 The undersigned agrees not to use the Licensed Copyright or any derivative works in a manner that is detrimental to the USC’s reputation or interests. The undersigned further agrees not to sell, lease, or otherwise transfer the Licensed Copyright or derivative works to any third parties. 3.6 The undersigned must use reasonable efforts according to industry standards to include the following statement in a footnote on any public-facing materials: “Lifestyle Redesign® is a service mark registered in the U.S. Patent and Trademark Office, and owned by USC.” 3.7 The undersigned cannot directly use USC’s Lifestyle Redesign® certification course materials (PowerPoint slides, recorded discussion sessions, course h...

Obligations and Restrictions. (a) Company shall only use D&B Data in the Company Directory in the manner set forth herein and will only permit access and searching of D&B Data as set forth herein. Downloading of D&B Data from the Company Directory shall not be permitted. (b) Company will provide Provider with an opportunity to review the format and functionality of the Company Directory to determine its compliance with the terms of this Agreement prior to and after implementation and will incorporate changes necessary to bring the Company Directory into compliance with this Agreement. (c) D&B Data may only be displayed in "hypertext markup language". (d) Company will monitor access to the Company Directory by Company Directory Users and shall provide written notice (which notice shall contain the IP address and the number of searches executed) to Provider on a weekly basis when any single IP address has executed over one hundred (100) searches in any one (1) calendar week. Provider may then request that Company deny further access to such Company Directory User and Company shall promptly deny access. (e) Data or information may be added to the D&B Data by Company or Company may update the D&B Data in cases of data correction, as long as D&B branding is not used in association with the site. (f) Search results displayed to Company Directory Users will be limited to 15 (fifteen) candidates per search. The parties agree to discuss such limitation in good faith during the term of this Agreement and to modify it if mutually agreed to. The list of candidates will be presented on two (2) sequential screens. The first screen will contain a list of all candidates and for each candidate will display company name, street address, city and state or province. Any additional data on a candidate will be contained and displayed on the second screen and will only be accessible on a one-at-a time basis. Such additional candidate data will be telephone number and ZIP code and will be accessible only via hypertext link or check box. (g) Company shall have the right to cosmetically reformat the D&B Data via using bold type, producing candidate lists in the order specified by Company and by other reasonable cosmetic means. (h) Company shall have the right to link the D&B Data to the advertisements of the subject of such D&B Data record and display such advertisement adjacent to the D&B Data. (i) The D&B Data shall be housed at Company locations and web site host only. Company may make one (1) copy of the D&...

Obligations and Restrictions. (1) PSI shall not charge or receive any compensation for the delivery of copies of the ROM Image; provided, however, that such restriction shall not be interpreted to restrict PSI’s right to charge or receive any compensation for the PS OS Software. (2) PSI shall not further modify any ROM Image for use with products other than Licensee Products; provided, however, that such restriction shall not be interpreted to restrict PSI’s right to modify the PS OS Software. (3) Each copy of the ROM Image distributed by PSI shall be distributed subject to the terms of a written agreement, the terms of which shall be at least as protective as the ROM Image E▇▇▇. PSI shall use commercially reasonable efforts to have the written agreements be valid and enforceable, and shall use commercially reasonable efforts to employ signed written agreements in jurisdictions where PSI knows click through or other unsigned agreements are not valid and enforceable. (4) PSI shall not permit the distribution or re-distribution of any ROM Image by any third party, including, but not limited to, persons who license the ROM Image under the ROM Image E▇▇▇; provided, however, that such restriction shall not be interpreted to restrict PSI’s right to distribute or re-distribute the PS OS Software. (5) If PalmSource decides to distribute the ROM Image from its developer website, PalmSource shall include a link to the home page of Licensee’s developer website, together with a caption that reads substantially as follows: “For more palmOne tools and programs, click here <URL for palmOne’s current developer site>.” PalmSource agrees to change such caption or URL (or both) as reasonably directed by Licensee in order to conform the caption to use current product names and a current corporate identifier, and (b) otherwise as reasonably directed by Licensee subject to the prior written approval of PalmSource (such approval not to be unreasonably withheld), in each case at any time upon thirty (30) days notice from Licensee.

Obligations and Restrictions. During the Term and thereafter, the Student (i) shall retain in confidence all Confidential Information received by him or her on or after the Effective Date and at any time prior to the end of the Term; (ii) shall not, without the prior written consent of an IIT Vice President (or authorized designee), use such Confidential Information other than in connection with his or her IIT employment; (iii) shall not copy or remove, in physical, digital or any other format, Confidential Information without the explicit, prior permission of his or her immediate supervisor; (iv) shall limit disclosure of any Confidential Information to other employees of IIT who need to know the Confidential Information in connection with legitimate IIT business purposes; and (v) shall promptly notify his or her immediate supervisor if he or she has reason to believe that the unauthorized use, possession, acquisition, dissemination or disclosure of Confidential Information has occurred and use all reasonable effort to cooperate with any appropriate action taken by IIT to protect its rights therein.

Obligations and Restrictions. IIT and the Company will retain in confidence, for a period of ( ) years following the Termination Date (as defined in Section 5 below), all Confidential Information disclosed to it by the other party, and will not, without the prior written consent thereof, use the Confidential Information supplied hereunder for any purpose other than the Stated Purpose. [THE INSERTED TIME PERIOD SHOULD BE AS SHORT AS POSSIBLE, WITH 2 OR 3 YEARS BEING THE IDEAL AND 5 YEARS BEING THE MAXIMUM. ANY PERIOD BEYOND 5 YEARS REQUIRES PRIOR REVIEW OF THE GENERAL COUNSEL’S OFFICE.] The obligation to keep the Confidential Information in confidence, however, will not apply to any Confidential Information to the extent that the same is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed; provided, Form NDA IIT’s Office of General Counsel however, that the party required to so disclose shall give the other party sufficient notice, given the circumstances, to permit the other party, at its sole expense, to seek a protective order or other similar order with respect to such Confidential Information. In addition, each party agrees not to disclose to any third party that it is in discussion with the other in connection with the Stated Purpose or its interest, or lack of interest, in the other party’s Confidential Information disclosed hereunder.

Obligations and Restrictions. A Party receiving Confidential Information under this Agreement shall maintain such Confidential Information in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, except to employees and/or consultants who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement. The receiving Party further agrees to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, sublicensees and agents. The terms of this Agreement will be held in confidence by the Parties until three (3) years following the expiration or termination of this Agreement, except (i) to the extent necessary in order to enforce its rights under this Agreement, (ii) to prospective investors and acquirors or companies with which it is negotiating a merger, under reasonable obligations of confidentiality, and (iii) as required by the rules of any securities exchange or automated quotation system or to the extent such terms are required to be disclosed without an obligation of confidence to a governmental agency or in response to involuntary compulsory process issued by a court, administrative agency or any governmental body having apparent jurisdiction provided the Party subject to such process first provides notice to the other Party hereto (to the extent practicable) and reasonably cooperates with efforts by the notified Party to secure confidential protection of such terms.