Title to Software and Confidentiality Sample Clauses

The "Title to Software and Confidentiality" clause establishes ownership rights over the software and sets obligations for maintaining the confidentiality of related information. Typically, this clause clarifies that the licensor or developer retains all intellectual property rights to the software, while the licensee is granted only limited usage rights. It also requires the licensee to protect proprietary information, such as source code or trade secrets, from unauthorized disclosure or use. The core function of this clause is to safeguard the software creator's ownership interests and ensure sensitive information remains protected, thereby reducing the risk of intellectual property theft or misuse.
Title to Software and Confidentiality. The Software, any modifications thereto, all programs developed hereunder, and all copies thereof are proprietary to Medic (or to the third parties under whose license Medic may distribute the Software) and title thereto remains in Medic or in such third party. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Client's request are and shall remain in Medic or in such third party. Client shall not reverse assemble or decompile in whole or in part the Software. Client shall not sell, license, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others, except for individuals who may be agents, independent contractors and/or consultants of Client who perform installation, integration and/or support services on behalf of Client and who shall agree to be bound by the provisions set forth in this Section 4. Client agrees to secure and protect the Software, documentation and copies thereof in a manner consistent with the maintenance of Medic's rights therein and to take appropriate action by instruction or agreement with its employees, agents, independent contractors or consultants who are permitted access to the Software to satisfy its obligations hereunder. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement. The obligations set forth in this paragraph shall survive the cancellation of this Agreement. Liability for breach of this clause shall not be limited to the dollar value of the contract. Each party agrees that it shall not disclose to any third party the terms and conditions of this Agreement or any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial, or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.
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Title to Software and Confidentiality. UFL acknowledges that Liberty represents that the Modified Software, all copies thereof and all related documentation, are proprietary to Liberty. Nothing in this Agreement grants title of the Modified Software, or any patents, trademarks and trade secrets therein, to UFL. In addition to the obligations of UFL pursuant to Article 10, UFL shall protect the confidentiality of all source code and related documentation, object code and other confidential and proprietary information, trade secrets, and know-how related to the Modified Software that UFL receives from Liberty in connection with the license of the Liberty Software, and UFL shall use such source code, documentation, object code and other information, trade secrets and know-how only for the purposes of exercising UFL's rights under its license to the Modified Software. UFL shall not sell its license to use the Modified Software to a third party (except as permitted by Section 4.03(c) or 16.01) or disclose any of such code, documentation, information, trade secrets or know-how, except to those officers, agents, employees and third-party contractors of UFL and to the officers, agents, third-party contractors and employees of its Affiliates or subsidiaries who require access thereto in connection with the exercise of UFL's rights under its license to the Modified Software. This restriction shall not apply to any information that is generally available to the public without restriction other than through the actions of UFL in violation of its obligations under this Agreement, or is previously known to, independently developed by, or rightfully acquired by UFL, in each case without confidentiality restriction.
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Title to Software and Confidentiality. The Software is proprietary to Licensor and title to it remains with Licensor. All applicable rights to trade secrets or any modifications or enhancements made by Licensor or at Licensee's request shall remain with Licensor. Licensee shall not sell, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect the Software in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees, agents or consultants who are permitted access to the Software to satisfy Licensee's obligations hereunder.
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Title to Software and Confidentiality. Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this Agreement shall remain proprietary to Acres. The License Agreement referred to above shall include under its proprietary restrictions any such additional programming and documentation provided under this Agreement. Operating System enhancements which are mutually beneficial to both Station and Acres and serve to improve the functionality of the base product offered to customers other than Station will be provided free of charge to Station. The software or any improvements, modifications or changes to the Software provided hereunder and all copies thereof are proprietary to Acres and title thereto remains in Acres. All applicable rights to patents, copyrights, trademarks, and trade secrets in the software and the improvements, modifications and changes thereto that are proprietary to Acres are and shall remain in Acres. Station shall not sell, transfer, publish, disclose, display or otherwise make available the software or improvements, modifications or changes thereto that are proprietary to Acres or copies thereof to others. Station agrees to secure and protect each program, software product and copies thereof in a manner consistent with the maintenance of Acres' rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to each program or software product to satisfy its obligations hereunder. Violation of any provisions herein shall be the basis for immediate termination of this Agreement. Termination of this Agreement shall be in addition to and not in lieu of any equitable remedies available to Acres.
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Title to Software and Confidentiality. 9.1. Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this Agreement shall remain proprietary to JST. The Software Licensor Agreement referred to above shall include under its proprietary restrictions any such additional programming and documentation provided under this Agreement. 9.2. The Software or any improvements, modifications, or changes to the Software provided hereunder and all copies thereof are proprietary to JST and title thereto remains in JST. All applicable rights to patents, copyrights, trademarks, and trade secrets in the Software and the improvements, modifications, and changes thereto are and shall remain in JST. The Customer shall not sell, transfer, publish, disclose, display, or otherwise make available the Software or improvements, modifications, or changes thereto or copies thereof to others. The Customer agrees to secure and protect each program, software product, and copies thereof in a manner consistent with the maintenance of JST's rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to each program or software product to satisfy its obligations hereunder. All copies of the Software, or improvements, modifications, or changes thereto made by the Customer including translations, compilations, partial copies with modifications, and updated works are the property of JST. 9.3. Violation of any provisions herein shall be the basis for immediate termination of this Software Maintenance Agreement. Termination of this Agreement shall be in addition to and not in lieu of any equitable remedies available to Licensor.
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Title to Software and Confidentiality. 9.1 Any solutions, corrections, New Releases or documentation ('The Confidential Information") as may be provided under this Agreement shall remain proprietary to IHS and/or its suppliers. The License Agreement shall include the Confidential Information under its grant of license and proprietary restrictions. 9.2 All applicable rights to patents, copyrights, trade marks, and trade secrets in the Confidential Information and all improvements, modifications and changes thereto are and shall remain in IHS and/or its suppliers. You shall not sell, transfer, publish, disclose or otherwise make available the Confidential Information to any third party. You agree to secure and protect the Confidential Information and all copies thereof in a manner consistent with the maintenance of IHS's or its suppliers' rights therein and to take appropriate action by instruction or agreement with your employees and others who are permitted access to the Confidential Information to satisfy your obligations hereunder. Violation of any provisions herein shall be the basis for immediate termination of this Agreement.
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Title to Software and Confidentiality 
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Related to Title to Software and Confidentiality

  • 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.

  • 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.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Proprietary Rights and Confidentiality Except as specifically authorized by this Agreement or as otherwise approved by UCB, information and materials shared with you by UCB or developed hereunder in connection with the Services (“Work Product”) shall be considered to be the confidential and proprietary property of UCB and will be used only in connection with the Services. You shall not use, disclose, or duplicate any confidential and proprietary information except as necessary to provide the Services. Your confidentiality obligations under this Section shall not apply to any information which is or becomes, through no fault of yours, part of the public knowledge. If required to disclose any UCB confidential information by any law, regulation, judicial or administrative process, you agree that (a) prior to making any such disclosure, you will provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) you shall disclose such confidential information only to the extent required in order to comply with the applicable law, regulation or action. The Work Product and all original works of authorship resulting or derived from your performance of the Services, will be and will remain the sole and exclusive property of UCB, and you hereby assign to UCB in perpetuity all right, title and interest that you may have therein, including, without limitation, all copyrights or similar property rights recognized by any country or jurisdiction.