Proprietary Information and Systems definition

Proprietary Information and Systems means the “Service Provider Proprietary Information and Systems”, as such term is defined in the Omnibus Agreement.
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Proprietary Information and Systems shall have the meaning set forth in Section 7.4.1.
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Examples of Proprietary Information and Systems in a sentence

  • Tenant acknowledges that, pursuant to the Omnibus Agreement, Services Co makes available to Manager the Proprietary Information and Systems, and that the use by Manager and ownership of such Proprietary Information and Systems shall be governed by the Omnibus Agreement; provided that such use by Manager shall be made in accordance with the Operating Standard, and in any event, in a Non-Discriminatory manner.

  • For the avoidance of doubt, certain Service Provider Proprietary Information and Systems may also be provided to certain Recipients under the respective Property Management Agreements.

  • All intellectual property rights to the improvements made during the Term in the Proprietary Information and Systems (the “System Improvements”) are hereby irrevocably assigned by Owner (to the extent of Owner’s interest therein, if any) to CEOC or its designee and upon creation shall be and become the exclusive property of CEOC or its designee, and neither Owner nor any of its Affiliates nor any successor manager hereunder shall have any ownership rights in any System Improvements.

  • Service Provider Proprietary Information and Systems specifically excludes any information or documents otherwise falling within (i)-(iv) above if the same is prepared, designed or created solely for the use and benefit of one Recipient.

  • Service Provider hereby grants to each Recipient a non-exclusive, limited right and license for the duration of the Term to use all or a portion of the Service Provider Proprietary Information and Systems solely to the extent necessary for Recipients to use the books, records and other information maintained by Service Provider hereunder in accordance with the terms and conditions of this Agreement.

  • Proprietary Information and Systems also includes any information material or systems which the disclosing party obtains from any third party which the disclosing party treats as proprietary or designates as confidential.

  • Proprietary Information and Systems of the Owner includes any and all guest or customer profiles, contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), histories, preferences and any other guest or customer information in any database of Owner or its affiliates, whether obtained or derived by Operator or its affiliates from: (A) guests or customers of the Hotel; or (B) any other sources or databases.

  • All intellectual property rights to the improvements in the Proprietary Information and Systems (the “System Improvements”) are hereby irrevocably assigned by Owner (to the extent of Owner’s interest therein, if any) to Manager or its designee and upon creation shall be and become the exclusive property of Manager or its designee, and neither Owner nor any of its Affiliates shall have any ownership rights in any System Improvements.

  • Proprietary Information and Systems shall not include information, material or systems that (i) are now or later become generally known to the public (other than as a result of a breach of this Agreement); (ii) are independently developed by the receiving party; (iii) the receiving party lawfully obtains from any third party who has lawfully obtained such information; or (iv) are later published or generally disclosed to the public by the disclosing party.

  • In addition, upon termination of this Agreement at the end of the Transition Period, neither Manager nor Tenant shall directly or indirectly at any time or in any manner use, copy or retain any Tenant Proprietary Information and Systems.

Related to Proprietary Information and Systems

  • Proprietary Information and Technology means any and all of the following: works of authorship, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, assemblers, applets, compilers, user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records, schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling, prototypes, breadboards and other devices, data, data structures, databases, data compilations and collections, inventions (whether or not patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-how and information maintained as trade secrets, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms and specifications, customer lists and supplier lists and any and all instantiations or embodiments of the foregoing or any Intellectual Property Rights in any form and embodied in any media.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Confidential and Proprietary Information means any and all information not in the public domain, in any form, emanating from or relating to the Company and its subsidiaries and affiliates, including, but not limited to, trade secrets, technical information, costs, designs, drawings, processes, systems, methods of operation and procedures, formulae, test data, know-how, improvements, price lists, financial data, code books, invoices and other financial statements, computer programs, discs and printouts, sketches, and plans (engineering, architectural or otherwise), customer list, telephone numbers, names, addresses, information about equipment and processes (including specifications and operating manuals), or any other complication of information written or unwritten that is used in the business of the Company or any subsidiary or affiliate that gives the Company or any subsidiary of affiliate any opportunity to obtain an advantage over competitors of the Company who do not know or use such information. Employee agrees and acknowledges that all Confidential and Proprietary Information, in any form, and all copies and extracts thereof, is and are shall remain the sole and exclusive property of the Company and, upon termination of his employment with the Company, Employee hereby agrees to return to the Company the originals and all copies of any Confidential and Proprietary Information provided to or acquired by Employee during the period of his employment. Except as ordered by a court of competent jurisdiction, Employee expressly agrees never to disclose to any person (except to other Company employees, and then only on a "need to know" bases) or entity any Confidential an Proprietary Information either during the term of this Agreement or at any time after termination of his employment, except with the express written authorization and consent of the Company.

  • Proprietary Data means Data embodying trade secrets developed at private expense or commercial or financial information that is privileged or confidential, and that includes a restrictive notice, unless the Data is: a. known or available from other sources without restriction; b. known, possessed, or developed independently, and without reference to the Proprietary Data; c. made available by the owners to others without restriction; or d. required by law or court order to be disclosed.

  • Confidential Information means any information which is designated by either Party as confidential or which, by its nature is or ought to be considered as confidential (whether or not it is so marked) and includes all Personal Data, all IPRs and any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of either Party.