Proprietary Information Contract Clauses (351)

Proprietary Information. The Employee agrees that all processes, procedures, programs, discoveries, ideas, conceptions, formulae, improvements, developments, technologies, designs, inventions, processes, designs, software, firmware, hardware, diagrams, copyrights, trade secrets, and any other proprietary information (collectively, the "Proprietary Information"), whether or not patentable or copyrightable, conceived, developed, invented, or made solely by the Employee, or jointly with others, during the Term of the Agree...ment shall be the property of, and belongs to, the Company. The Employee agrees to promptly and freely disclose to the Company all such Proprietary Information which Employee conceives as a result of his employment by the Company, and Employee agrees to assign and hereby does assign all of his interest therein to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments, or other instruments, which the Company shall deem necessary to apply for and obtain Letters Patent or Copyrights of the United States, or any foreign country, to otherwise protect the Company's interest in the Proprietary Information or to vest title to the Proprietary Information in the Company. These obligations shall survive the termination of Employee's employment and shall be binding upon Employee's assigns, executors, administrators, and other legal representatives. View More

Proprietary Information. 5.1 Executive represents and warrants to Company that (i) Executive is not subject to any limitation or agreement restricting employment by Company or performance of Executive's Duties hereunder, and (ii) neither Executive nor any third party has any right or claim to Executive's work produced on behalf of Company or using the property, personnel, or facilities of Company. Executive shall not misappropriate proprietary rights of Company or any third party. 5.2 Executive further agrees not to mak...e, use, disclose to any third party, or permit to be made, used, or disclosed, any records, plans, papers, articles, notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, or other materials of any nature relating to any matter within the scope of the business of Company or concerning any of its dealings or affairs ("Materials"), whether or not developed, in whole or in part, by Executive and whether or not embodying Confidential Information (defined below), otherwise than for the benefit of Company. Executive shall not, on and after the Date of Termination, use, disclose, or permit to be used or disclosed, any such Materials, it being agreed that all such Materials shall be and remain the sole and exclusive property of Company. Immediately upon the Date of Termination, Executive shall deliver all such Materials, and all copies thereof, to Company, at its designated office. View More

Proprietary Information. Consultant understands that Consultant's service relationship with the Company creates a relationship of confidence and trust with respect to any information of a confidential or secret nature that may be disclosed to Consultant by the Company or a third party that relates to the business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company or any other party with whom the Company agrees to hold information of such party in confidence (the "...Proprietary Information"). Such Proprietary Information includes, but is not limited to, Inventions, marketing plans, product plans, business strategies, financial information, forecasts, personnel information, customer lists and data, and domain names. Proprietary Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of Consultant, generally known or available to the public; (ii) was acquired by Consultant before receiving such information from Company and without restriction as to use or disclosure; (iii) is rightfully furnished to Consultant by a third party without restriction as to use or disclosure: or (iv) is independently developed by Consultant without use or access to the Proprietary Information. View More

Proprietary Information. (a) The Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Group's business or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Group. By way of illustration, but not limitation, Proprietary Information may include business processes, methods and techniques; planned programming schedules; material terms of contracts, research data, personnel data, comput...er programs and supplier lists. The Executive shall not disclose any Proprietary Information to others outside the Group or use the same for any unauthorized purposes without written approval of the Chief Executive Officer or the Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Group to be used by the Executive only in the performance of his duties for the Group. (c) The Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above, also extends to such types of information, know-how, records and tangible property of business partners of the Group or other third parties who may have disclosed or entrusted the same to the Group or to the Executive in the course of the Group's business. (d) The provisions of Section 8 survive the termination of the Executive's employment and the termination of this Agreement. View More

Proprietary Information. 7.1. In the course of performing the transactions contemplated by this Agreement, a Party may disclose, or may have disclosed, to the other Proprietary Information belonging to or Controlled by the disclosing Party ("Proprietary Information") which includes but is not limited to any such information that is such Party's Field Technology. The terms, but not the existence, of the this Agreement are the Proprietary Information of both Parties. The receiving Party will maintain in confidence the Pro...prietary Information and will not use it for any purpose except as authorized hereunder, and shall safeguard such information against disclosure to third parties, including without limitation employees and persons working or consulting for such Party that do not have an established, current need to know such information for purposes authorized under this Agreement. This obligation of confidentiality does not apply to or restrict use or disclosure by the receiving Party of technology, information or material that meet one or more of the following criteria: (a) they were properly in the possession of the receiving Party, without any restriction on use or disclosure, prior to receipt from the other Party; (b) they are at the time of disclosure hereunder in the public domain by public use, publication or general knowledge; (c) they become general or public knowledge through no fault of the receiving Party following disclosure hereunder; (d) they are properly obtained, without restriction, by the receiving Party from a third party not under a corresponding confidentiality obligation; or (e) they are independently developed by or on behalf of the receiving Party without the assistance of the Proprietary Information of the other Party. 7.2. Unless one of the exceptions in Section 7.1 applies, the EB Field Technology is the Proprietary Information of EB, and the LM Field Technology is the Proprietary Information of LM. 7.3. If a Party is required by judicial or administrative process to disclose the Proprietary Information of the other Party hereto, it shall promptly inform such other Party of the anticipated disclosure in order to provide it an opportunity to challenge or limit the disclosure obligations. Proprietary Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Agreement, and, in disclosing the other Party's Proprietary Information pursuant to law or court order, each Party shall take all steps reasonably practical, including without limitation seeking an order of confidentiality, to ensure the continued confidential treatment of such Proprietary Information. 10 7.4. Notwithstanding the foregoing provisions, each of EB and LM shall be permitted to disclose: any Proprietary Information of the other Party to Sublicensees and other persons performing development that are under contractual obligations that include confidentiality and non-use restrictions that are at least as protective as those in this Agreement; provided that each Party will be liable hereunder for conduct of Sublicensees and development partners that breaches or otherwise conflicts with the terms of this Agreement. View More

Proprietary Information. The Consultant shall be required, as a condition of his engagement under this Agreement, to sign the Company's Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.