PROPRIETARY INFORMATION AND ITEMS Clause Samples

The "Proprietary Information and Items" clause defines the rules and obligations regarding the handling of confidential or proprietary materials exchanged between parties. It typically outlines what constitutes proprietary information, such as technical data, business plans, or trade secrets, and sets restrictions on how such information can be used, disclosed, or copied. This clause serves to protect sensitive information from unauthorized use or disclosure, ensuring that valuable intellectual property and confidential business assets remain secure during and after the contractual relationship.
PROPRIETARY INFORMATION AND ITEMS. Boeing and Seller shall each keep confidential and protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to the other in connection with this Agreement or any Order (collectively referred to as "Proprietary Information and Materials"). Boeing and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Agreement and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this Section 20.0, Boeing shall have the right to use and disclose of Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Boeing's Proprietary Information and Materials. Upon Boeing's request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of Boeing's Proprietary Information and Materials, and all materials derived from Boeing's Proprietary Information and Materials to Boeing unless specifically directed otherwise in writing by Boeing. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of Boeing. Prior to disposing of such parts or materials as scrap, Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with this Section 20.0. Seller may disclose Proprietary Information and Materials of Boeing to its subcontractors as required for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Section 20.0 relating to Proprietary Information and Materials; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor. The provisions of this Secti...
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PROPRIETARY INFORMATION AND ITEMS. Boeing and Seller shall each keep confidential and protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to the other in connection with this Agreement or any Order (collectively referred to as "Proprietary Information and Materials"). Boeing and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Agreement and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this Section 20.0, Boeing shall have the right to use, disclose and copy Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Boeing's Proprietary Information and Materials.
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PROPRIETARY INFORMATION AND ITEMS. A. Boeing and Seller shall each keep confidential and protect from disclosure all (i) confidential, proprietary, and/or trade secret information (including, without limitation, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, or the like); (ii) tangible items containing, conveying, or embodying such information; and (iii) tooling obtained from and/or belonging to the other Party in connection with the Contract or any Order (collectively referred to as "Proprietary Information and Materials"). The Parties will attempt to limit the exchange of Proprietary Information and Materials to only that Proprietary Information and Materials necessary or useful for the purposes of the Contract. B. Boeing and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this GTA Section 20.0, Boeing shall have the right to use, disclose and copy Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any Product delivered under this GTA or an Order, or any airplane including such Product; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. And further provided that all such use, disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Seller's Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract. The restrictions on disclosure or use of Proprietary Information and Materials by a receiving Party shall apply to all materials derived by the receiving Party or others from the disclosing Party's Proprietary Information and Materials. The receiving Party will copy Proprietary Information and Materials received by it only as reasonably necessary for the purposes contemplated in the Contract. C. The Parties agree that without the prior written consent of the other Party hereto and except as may be required by law, the receiving Party shall hold in confidence and not disclose Proprietary Information and Materials received by it, except to representatives of the receiving Party who require such Proprietary Information and Materials...
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PROPRIETARY INFORMATION AND ITEMS. A. Each Party agrees to keep confidential and not to disclose to any other person Proprietary Information in connection with this Order or any Order. Each Party further agrees to use Proprietary Information only for purposes necessary in the performance of this Order or any Order, provided, however, that: (1) Buyer or Buyer's Customer shall also have the right to use and disclose Proprietary Information (marked with a restrictive legend suitable to the particular circumstances) for purposes of testing, certification, use, sale of or assistance of any Customer with respect to Services provided for any product; (2) Seller may copy and/or disclose Proprietary Information for use within its organization on an as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this Order, together with any copies thereof, are and remain the property of the transmitting Party and shall, except to the extent that they are needed by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a delivered product, be promptly returned, or at the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other person. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously execute...
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PROPRIETARY INFORMATION AND ITEMS. Spirit AeroSystems and Seller shall each keep confidential and protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to the other in connection with this Agreement or any Order (collectively referred to as "Proprietary Information and Materials"). Spirit AeroSystems and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Agreement and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this GTA Section 20.0, Spirit AeroSystems shall have the right to use, disclose and copy Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Spirit AeroSystems shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Spirit AeroSystems provided Proprietary Information and Materials.Upon Spirit AeroSystems’ request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of Spirit AeroSystems provided Proprietary Information and Materials, and all materials derived from Spirit AeroSystems provided Proprietary Information and Materials to Spirit AeroSystems or Spirit AeroSystems’ designee unless specifically directed otherwise in writing by Spirit AeroSystems. Seller shall not, without the prior written authorization of Spirit AeroSystems, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials. Prior to disposing of such parts or materials as scrap, Seller shall render them unusable. Spirit AeroSystems shall have the right to audit Seller's compliance with this GTA Section 20.0. Seller may disclose Proprietary Information and Materials of Spirit AeroSystems to its subcontractors or suppliers as required for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligati...
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PROPRIETARY INFORMATION AND ITEMS 
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Related to PROPRIETARY INFORMATION AND ITEMS

  • Proprietary Information and Inventions You agree to execute, deliver and be bound by the provisions of the Proprietary Information and Inventions Agreement attached hereto as Exhibit C.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Proprietary Information and Inventions Agreements The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

  • Confidential Information and Inventions (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company, its affiliates or third parties with whom the Company or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, the Executive agrees to keep confidential and not disclose or make accessible to any other person or use for any other purpose other than in connection with the fulfillment of his duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by, or received by or on behalf of, the Company or any of its affiliates. “Confidential and Proprietary Information” shall include, but shall not be limited to, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to business operations of the Company The Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive agrees: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s offices at any time during his employment by the Company, except as required in the execution of the Executive’s duties to the Company. The Executive agrees to return immediately all Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon request and in any event immediately upon termination of employment. (b) Except with prior written authorization by the Company, the Executive agrees not to disclose or publish any of the Confidential and Proprietary Information, or business information of any other party to whom the Company or any of its affiliates owes an obligation of confidence, at any time during or after his employment with the Company.

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.