Common use of Ownership and Return of Confidential Information and Other Materials Clause in Contracts

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof whether created by Discloser or Recipient, remain the property of Discloser and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Recipient by Discloser shall remain the property of Discloser. At Discloser’s request and no later than five (5) days after such request, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (a) all materials furnished to Recipient by Discloser, (b) all tangible media of expression in Recipient’s possession or control which incorporate or in which are fixed any Confidential Information, and (c) written certification of Recipient’s compliance with Recipient’s obligations under this sentence.

Appears in 4 contracts

Sources: Affiliate Member Agreement, Affiliate Member Agreement, Integrator Member Agreement

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by such Discloser or Recipient, remain are the property of Discloser and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (ai) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (bii) for patentable or patented material, any improvement thereon; and (ciii) for material which that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, designs and lists, and all other tangible media of expression) furnished by Discloser to Recipient by Discloser shall remain (whether or not they contain or disclose Discloser’s Confidential Information) are the property of such Discloser. At Discloser’s request and no later than Within five (5) days after such requestany request by Discloser, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (ax) all such Discloser-furnished materials and (y) all materials furnished to Recipient by Discloser, (b) all tangible media of expression in Recipient’s possession or control which incorporate (even if not Discloser-furnished) that contain or in which are fixed disclose any of such Discloser’s Confidential Information, and (c) except copies retained on backup tapes which cannot be destroyed, for which the duty of confidentiality pursuant to this Section 11.1 shall continue for so long as such tapes exist. Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection.

Appears in 4 contracts

Sources: Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.)

Ownership and Return of Confidential Information and Other Materials. All Confidential InformationInformation of each of the parties, as Discloser, and any Derivatives thereof whether created by such Discloser or the other party, as Recipient, shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, lists and all other tangible media of expression) furnished by each of the parties, as Discloser, to Recipient by Discloser the other party, as Recipient, and which are designated in writing to be the property of such Discloser, shall remain the property of such Discloser. At such Discloser’s request and no later than five (5) days after such request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (ai) all such materials furnished to such Recipient by such Discloser, (bii) all tangible media of expression in such Recipient’s possession or control which to the extent that such tangible media incorporate or in which are fixed any of such Discloser’s Confidential Information, and (ciii) written certification of such Recipient’s compliance with such Recipient’s obligations under this sentence.

Appears in 4 contracts

Sources: Management Agreement (Discount Coupons Corp), Management Agreement (Discount Coupons Corp), Marketing Agreement (Discount Coupons Corp)

Ownership and Return of Confidential Information and Other Materials. All Confidential InformationInformation of each of the parties, as Discloser, and any Derivatives thereof whether created by such Discloser or the other party, as Recipient, shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, lists and all other tangible media of expression) furnished by each of the parties, as Discloser, to Recipient by Discloser the other party, as Recipient, and which are designated in writing to be the property of such Discloser, shall remain the property of such Discloser. At such Discloser’s request and no later than five (5) days after such request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (a) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control which to the extent that such tangible media incorporate or in which are fixed any of such Discloser’s Confidential Information, and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this sentence.

Appears in 3 contracts

Sources: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement, Master Asic Services Agreement (PortalPlayer, Inc.)

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by Discloser Company or Recipient, remain shall be the property of Discloser Company and no license or other rights to Confidential Information or Derivatives is granted or implied herebyhe- reby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted materialma- terial, any translation, abridgment, revision or other form in which an existing work may be recast, transformed trans- formed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which that may be protectable or protected under copyright, patent and/or trade secret laws. Recipient hereby he- reby does and will assign to Discloser Company all of Recipient’s rights, title in interest and interest in and to any De- rivatives developed by Recipient during the Derivativesterm of this Agreement. All materials (including, without limitationlimi- tation, documents, drawings, papers, diskettes, tapes, models, apparatus, tooling, jigs, custom manufacturing apparatus, parts, components, digital information, translations, inventories, sketches, designs, designs and lists, ) that Company furnishes to and all other tangible media of expressionor develops with Recipient’ assistance (whether or not they contain or disclose Confidential Information) furnished to Recipient by Discloser shall remain are the property of DiscloserCompany. At Discloser’s request and no later than Within five (5) days after such requestany request by Compa- ny, Recipient shall destroy or deliver to DiscloserCompany, at DiscloserCompany’s option, (a) all such Company-furnished materials furnished to Recipient by Discloser, and (b) all tangible media of expression materials in Recipient’s possession or control which incorporate (even if not Company-furnished) that contain or in which are fixed disclose any Confidential Information, and (c) . Recipient will provide Company a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection.

Appears in 1 contract

Sources: Confidentiality and Non Compete Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential InformationInformation of each of the Parties, as Discloser, and any Derivatives thereof whether created by such Discloser or the other Party, as Recipient, shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, lists and all other tangible media of expression) furnished by each of the Parties, as Discloser, to Recipient by Discloser the other Party, as Recipient, and which are designated in writing to be the property of such Discloser, shall remain the property of such Discloser. At such Discloser’s request and no later than five (5) days after such request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (a) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control which to the extent that such tangible media incorporate or in which are fixed any of such Discloser’s Confidential Information, and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this sentence. Independent Development. Each of the Parties, as Discloser, understands that the other Party, as Recipient, may currently or in the future be developing information internally, or receiving information from other parties that may be similar to such Discloser’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that such Recipient will not develop products or services, or have products or services developed for such Recipient, that, without violation of this Agreement, compete with the products or systems contemplated by such Discloser’s Confidential Information. In the event a Party, as Recipient, discovers that Discloser has provided it with information with is similar to Recipient’s Confidential Information, Recipient shall immediately notify Discloser of the similarity of such information and Recipient shall immediately return to Disclosure such Confidential Information.

Appears in 1 contract

Sources: Mutual Confidentiality Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof whether created by Discloser Alliance or Recipient, remain the property of Discloser Alliance and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser Alliance all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Recipient by Discloser Alliance shall remain the property of DiscloserAlliance. At DiscloserAlliance’s request and no later than five (5) days after such request, Recipient shall destroy or deliver to DiscloserAlliance, at DiscloserAlliance’s option, (a) all materials furnished to Recipient by DiscloserAlliance, (b) all tangible media of expression in Recipient’s possession or control which incorporate or in which are fixed any Confidential Information, and (c) written certification of Recipient’s compliance with Recipient’s obligations under this sentence.

Appears in 1 contract

Sources: Confidentiality Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by Discloser Company or Recipient, remain shall be the property of Discloser Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: : (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which that may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser Company all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, designs and lists, and all other tangible media of expression) furnished that Company furnishes to Recipient by Discloser shall remain (whether they contain or disclose Confidential Information) are the property of DiscloserCompany. At Discloser’s request and no later than Within five (5) days after such requestany request by Company, Recipient shall destroy or deliver to DiscloserCompany, at DiscloserCompany’s option, (ai) all such Company-furnished materials and (ii) all materials furnished to Recipient by Discloser, (b) all tangible media of expression in Recipient’s possession or control which incorporate (even if not Company-furnished) that contain or in which are fixed disclose any Confidential Information, and (c) . Recipient will provide Company a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection 4.

Appears in 1 contract

Sources: Confidentiality Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by Discloser Company or Recipient, remain shall be the property of Discloser Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such the existing trade secret material, including new material which that may be protected under copyright, 2 patent and/or trade secret laws. Recipient hereby does and will agrees to irrevocably assign to Discloser Company all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, designs and lists, and all other tangible media of expression) furnished that Company furnishes to Recipient by Discloser shall remain (whether or not they contain or disclose Confidential Information) are the sole and exclusive property of DiscloserCompany or Company’s suppliers or customers. At DiscloserRecipient agrees to keep all of the foregoing at Recipient’s request and no later than premises unless otherwise permitted in writing by Company. Within five (5) days after such requestany request by Company, Recipient shall destroy or deliver to DiscloserCompany, at DiscloserCompany’s option, (a) all Company-furnished materials furnished to Recipient by Discloser, and items and (b) all tangible media of expression materials and items in Recipient’s possession or control which incorporate (even if not Company- furnished) that contain or in which are fixed disclose any Confidential Information, and (c) . Recipient will provide Company a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection.

Appears in 1 contract

Sources: Non Disclosure Agreement

Ownership and Return of Confidential Information and Other Materials. All of Discloser’s Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by such Discloser or Recipient, remain are the property of Discloser and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, designs and lists, and all other tangible media of expression) furnished by Discloser to Recipient by Discloser shall remain (whether or not they contain or disclose Discloser’s Confidential Information) are the property of such Discloser. At Discloser’s request and no later than Within five (5) days after such requestany request by Discloser, Recipient shall destroy or deliver to Discloser, at Discloser’s option, (a) all such Discloser-furnished materials furnished to Recipient by Discloser, and (b) all tangible media of expression materials in Recipient’s possession or control which incorporate (even if not Discloser-furnished) that contain or in which are fixed disclose any of such Discloser’s Confidential Information, and (c) . Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection. Independent Development. Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to such Discloser’s Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that Recipient will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by such Discloser’s Confidential Information.

Appears in 1 contract

Sources: Mutual Confidentiality Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential InformationInformation of each of the parties, as Discloser, and any Derivatives thereof whether created by such Discloser or the other party, as Recipient, shall remain the property of Discloser Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, "Derivatives" shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, lists and all other tangible media of expression) furnished by each of the parties, as Discloser, to Recipient by Discloser the other party, as Recipient, and which are designated in writing to be the property of such Discloser, shall remain the property of such Discloser. At such Discloser’s request and no later than five (5) days after such request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (a) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control which to the extent that such tangible media incorporate or in which are fixed any of such Discloser’s Confidential Information, and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this sentence.

Appears in 1 contract

Sources: Mutual Confidentiality Agreement

Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof (defined below) thereof, whether created by Discloser Company or Recipient, remain shall be the property of Discloser Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which that may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Discloser Company all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, designs and lists, and all other tangible media of expression) furnished that Company furnishes to Recipient by Discloser shall remain (whether or not they contain or disclose Confidential Information) are the property of DiscloserCompany. At Discloser’s request and no later than Within five (5) days after such requestany request by Company, Recipient shall destroy or deliver to DiscloserCompany, at DiscloserCompany’s option, (a) all such Company-furnished materials furnished to Recipient by Discloser, and (b) all tangible media of expression materials in Recipient’s possession or control which incorporate (even if not Company-furnished) that contain or in which are fixed disclose any Confidential Information, and (c) . Recipient will provide Company a written certification of Recipient’s compliance with Recipient’s obligations under this sentenceSection.

Appears in 1 contract

Sources: Confidentiality Agreement