Use of Proprietary Materials Clause Samples

The "Use of Proprietary Materials" clause defines the rules and limitations regarding a party’s use of materials that are owned or controlled by the other party, such as software, documents, or intellectual property. Typically, this clause specifies that proprietary materials may only be used for purposes directly related to the agreement and may restrict copying, distribution, or modification without explicit permission. Its core function is to protect the owner’s intellectual property rights and prevent unauthorized use or disclosure, thereby reducing the risk of misuse or infringement.
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Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Products for use in Clinical Trials or as otherwise expressly permitted hereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.
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Use of Proprietary Materials. Each Party shall use the other Party’s Proprietary Materials solely in connection with conducting the specific activities under this Agreement for which such other Party’s Proprietary Materials are provided to the receiving Party, including, if applicable, the provisions of any specific Research Plan under which such Proprietary Materials are provided, and for no other purpose. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any applicable Research Plan, neither Party shall make or attempt to make analogues, progeny or derivatives of, or modifications to, the Pfizer Proprietary Materials or CytomX Proprietary Materials, as the case may be, using the other Party’s Confidential Information or the tangible materials provided by the other Party, and each Party shall not use the other Party’s Proprietary Materials for the benefit of any Third Party or of its own internal research programs outside of the Research Program; provided that after exercising the Option with respect to a Research Project Target pursuant to Section 4.1.2, Pfizer may use CytomX Proprietary Materials related to such Research Project Target to the extent assigned or licensed to Pfizer. CytomX shall not administer any of the Pfizer Proprietary Materials to any human. Each Party shall comply with all Applicable Laws regarding the handling and use of the other Party’s Proprietary Materials. Each Party agrees to retain possession over the other Party’s Proprietary Materials and not to provide the other Party’s Proprietary Materials to any Third Party without the providing Party’s prior written consent, except as required to perform the Research Program.
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Use of Proprietary Materials. 4.1 The Partner warrants, represents and undertakes to Skrill that it shall only use the Proprietary Materials in accordance with clause 3 (Licences) and this Agreement, which includes, but is not limited to the following: (i) unless authorised in writing by ▇▇▇▇▇▇, the Partner shall only use and/or display the Proprietary Material on the websites, webpages, internet pages, mobile platforms or applications, and offline media platforms (including, but is not limited to, classified ads, magazines and newspapers) that has been specified or pre-approved in writing by ▇▇▇▇▇▇; (ii) the Partner shall not use and/or display the Proprietary Material in any manner that is inappropriate or that is in any way detrimental to Skrill; (iii) the Partner shall not modify, adjust, adapt, translate, subtract from, add to, or otherwise distort in any way, the Proprietary Materials; (iv) The Partner shall not bid on any keyword or on any Pay Per Click Search Engines where such keyword contain Proprietary Materials or other Intellectual Property owned by Skrill (or its licensor’s) or any variation or misspelling of the same. Further, the Partner shall not bid on any word or term that is confusingly similar to the Proprietary Materials or other Intellectual Property owned by Skrill (or its licensor’s). (v) Unless authorised in writing by ▇▇▇▇▇▇, the Partner shall not use and/or display any other logos, trade names, business names, trademarks, advertisements, text links, website links, graphic material and/or textual material other than the Proprietary Material. 4.2 The Partner shall not make any claim to ownership of any Proprietary Materials or in any other Intellectual Property which have been directly or indirectly provided or made available to the Partner by ▇▇▇▇▇▇ in connection with this Agreement. 4.3 The Partner shall not use, register or apply the Proprietary Material in its corporate name, trade name, e-mail address, social media networks or its domain name. 4.4 Nothing in this Agreement shall be construed to grant the Partner any rights, ownership of any of the Proprietary Materials or in any other Intellectual Property which have been directly or indirectly provided or made available to the Partner by ▇▇▇▇▇▇ in connection with this Agreement. 4.5 The Partner shall indemnify and hold harmless Skrill and its employees and directors, on demand, against any and all claims, losses, liabilities, costs, expenses or damages (including reasonable legal fees) arising, directly ...
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Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Receiving Party”) with proprietary materials of the Transferring Party (other than Study Drug) (“Proprietary Materials”) for use in the Study as further listed in the Study Schedule. In connection therewith, each Receiving Party hereby agrees that: (a) the Receiving Party will not use the Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it will use such Proprietary Materials only in compliance with all applicable laws; (c) it will not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party; (d) it will not acquire any rights of ownership, or title in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of this Agreement or a Study Schedule, if requested by the Transferring Party, it will destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.
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Use of Proprietary Materials. From time to time during the Term, one Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Manufacture or Development of a Product. In connection therewith, each Recipient Party hereby agrees that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Products for use in clinical trials or
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Use of Proprietary Materials. The receiving party may use the Proprietary Materials solely for the purposes specified in this Agreement and shall not use them for any other purpose without the prior written consent of Hazard Class.
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Use of Proprietary Materials. The Recipient agrees to use Proprietary Materials provided by the Provider solely for purposes set forth in this Agreement. The Recipient shall use such Proprietary Materials only in compliance with all applicable Federal, state, and local laws and regulations.
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Use of Proprietary Materials. From time to time during the Term each Party may supply its Proprietary Materials to the other Party for use in the Research Program. In connection therewith, each Party agrees that (a) it shall not use the other Party’s Proprietary Materials for any purpose other than exercising its rights and performing its obligations under the Research Program or, with respect to Millennium, exercising its rights or performing its obligations under any Exclusive License; (b) it shall not use the other Party’s Proprietary Materials in any human subject; (c) it shall use the other Party’s Proprietary Materials in compliance with Applicable Laws; (d) except for the rights expressly set forth herein, it shall not acquire any other right, title or interest in or to the other Party’s Proprietary Materials as a result of such supply by such other Party; and (e) upon expiration or earlier termination of this Agreement for any reason, such Party shall, if and as instructed by the other Party, either destroy or return the other Party’s Proprietary Materials that are not the subject of a continuing license hereunder or under an Exclusive License. Each Party shall be entitled to transfer the other Party’s Proprietary Materials to any Affiliate, and in the case of Millennium, a Permitted Third Party Service Provider [***], under terms obligating such Affiliate or Permitted Third Party Service Provider [***] not to use or transfer such Proprietary Materials except in compliance with the preceding sentence. Notwithstanding anything to the contrary in this Agreement, ImmunoGen shall, if and when requested by Millennium, return or destroy any Millennium Antibodies or any ADCs or other compositions containing Millennium Antibodies and certify the same to Millennium.
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Related to Use of Proprietary Materials

  • Use of Proprietary Information Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Use of Customer Data Verizon, Verizon Affiliates and their respective agents, may use, process and/or transfer Customer Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information) as set forth in the Privacy Policy and as necessary: (a) in connection with provisioning of Services; (b) to incorporate Customer Data into databases controlled by Verizon, Verizon Affiliates or their respective agents for the purpose of providing Services; administration; provisioning; invoicing and reconciliation; verification of Customer identity, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue and customer analysis and reporting; market and customer use analysis including in the manner described in the Privacy Policy; and (c) to communicate to Customer regarding Services.

  • Operator Materials Operator retains all right, title and interest in and to any and all of Operator’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (“Operator Materials”). Operator grants to the LEA a personal, nonexclusive license to use the Operator Materials for its own non-commercial, incidental use as set forth in the Service Agreement. Operator represents that it has all intellectual property rights necessary to enter into and perform its obligations in this DPA and the Service Agreement, warrants to the District that the District will have use of any intellectual property contemplated by the Service Agreement free and clear of claims of any nature by any third Party including, without limitation, copyright or patent infringement claims, and agrees to indemnify the District for any related claims.