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restriclive than those contained herein. lf the Receiving Party is required by law to make any
<br />disclosure that is prohibited or otheMise constrained by this Agreement, the Receiving party
<br />will provide the Disclosing Party with prompt wr:tten noti€ of such requirement prior to such
<br />disclosure so that the Disclosing Party may seek a proteclive order or other appropriate
<br />relief. Subject to the foregoing sentence, the receiving party may furnish that portion (and
<br />only that portion) of the Confidential lnformation that it is legally competled or is otheMise
<br />legally required to be disclosed; provided, however, that the Receiving Party provides such
<br />assistance as the Disclosing Party may reasonably request in obtaining such order or other
<br />relief at the Disclosing Party's option and expense.
<br />6.3 Maintenance oi Confidentiality. The Receiving Party will use commercially .easonable
<br />efforts to prevent unauthorized use or disclosure of the Disclosing party,s Confidential
<br />lnformation. The Receiving Party will ensure that its employees who have access to
<br />Confidential lnformation of the Disclosing Party have signed a non-use and non-disclosure
<br />agreement in content at least as protective of the Disclosing party's Confidential lnformation
<br />as the provisions of this Agreement prior to any disclosure of the Disclosing Party's
<br />Confidential lnformaiion to such employees. The Receiving Party will prompfly return all
<br />copies of the Disclosing Party's Confidential lnformation as requested by such Disclosing
<br />Party at any lime in writing; provided, however, the parties agree that Company's continued
<br />access to Client's Confjdential lnformation which is required for the Services will be deemed
<br />a Client Obligation.
<br />6.4 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each
<br />party may disclose the terms of this Agreement: (a) subject to Section 6.2, in connection with
<br />the requirements of an initial public offering or other filing in connection with applicable
<br />securities law; (b) in confidence, in connection with a merger or acquisition or p.oposed
<br />merger or acqujsition, or the like: (c) in confidence, to accountants, banks, attorneys and
<br />financing sources and their advisors; and/or (d) in confidence, in connection with the
<br />enforcement of lhis Agreement or rights under this Agreement.
<br />7. Proprietary Rights
<br />7.1 Definitions of Proprietary Rights.
<br />(a) "lntellectual Property Rights" means all curent and future worldwide patents and
<br />patent applications (including, without limitation, all reissues, divisions, renewals, extensions,
<br />continuations and continuations-in-part), inventions (whether patenlable or not), copyrights
<br />(including, without limitation, rights in audiovisual works and moral rights), trade secrets,
<br />trademarks, service marks, trade names, and all other intellectual property rights and
<br />proprietary right, whether arising under the laws of the United States, or any other country,
<br />state or jurisdiction.
<br />(b) "Company Pre-Existing Technology" means any Technology (defined below) made,
<br />conceived, or reduced to practice by Company or its contractors or agents prior to or
<br />independently of this Agreement, and all modifications, enhancements and derivative works
<br />thereof, including all lutellectual Property Rights in and to any of the foregoing.
<br />(c) "Company Work Product" means any Technology made, conceived, or reduced to
<br />practice by Company or its contractors or agents during performance of the Seruices (but
<br />excluding all Company Pre-Existing Technology), and all modifications, enhancements and
<br />derivative works thereof, including all lntellectual Property Rights in and to any of the
<br />foregoing.
<br />(d) "Technology" means all inventions (whether patentable or not), discoveries, literary
<br />works and other works of authorship (including, wilhout limitation, sottware in object code
<br />and source code format), designs, know-hoW ideas and inlormation.
<br />7.2 Deliverables.
<br />(a) Rights. Subject to the lerms and conditions of this Agreement, Company grants Client a
<br />limited, non-transferable (subject to Section 10.8), non-sublicenseable, nonexclusive right,
<br />under Company's lntellectual Property Rights in the Deliverables (excluding all Company
<br />Commercially-Available Software), to USe and reproduce the Deliverables solely for Client's
<br />internal business use in conjunction with Client's use of the Commercially-Available Software
<br />as authorized by Company in writing and solely for so long as Client is authorized to use
<br />such Company Commercially,Available Software. Except as expressly granted in this Article,
<br />Company retains all right, title and interest in and to all Company Pre-Existing Technology,
<br />Company Work Product and Deliverables, including all lntellectual Property Rights therein.
<br />(b) Use Restrictions. Client shall not itself, or through any affiliate, agent, or third party: (a)
<br />decompile, disassemble, reverse engineer, or otheMise attempt to (i) derive source code or
<br />underlying ideas, algorlthms, structure or organization from the Deliverables or (ii) defeal,
<br />avoid, bypass, remove, deactivate or otheM;se circumvent any software protection
<br />mechanisms in the Deliverables, including without limitation any such mechanism used to
<br />restrict or control the functionality of the Deliverables (except that the foregoing provision
<br />shall not apply to the extent that such activities may not be prohibited under applicabte law);
<br />(b) sell, lease, license, sublicense, dislrlbute or olherwise provide to any third party or any
<br />other person the Deliverables, in whole or in parl; (c) modify or create derivative works of the
<br />Deliverables; (d) use or reproduce the Deliverables, except as specifically permitted under
<br />this Agreement; or (e) use the Deliverables to provide processing services to any third party
<br />or otheMise use the Deliverables on a service bureau basis. Client shall not remove, alter,
<br />cover or obfuscate any patent, copyright, trademark or other proprietary notices, labels or
<br />marks of Company or ils licensors on or in the Deliverables, and Client shall reproduce such
<br />notices, labels and marks on any copies of the Deliverable that Client make in connection
<br />with Clients perntitted use of the Deliverables pursuant to Section 7.2(a). Ctient shall
<br />promptly notify Company of any unauthorized use, disclosure, reproduclion, or distribution of
<br />the Deliverables, which comes to Ctient's attention, or which Client reasonably suspects.
<br />Client is solely responsible for obtaining all equipment, and the compatibility thereol with the
<br />Deliverables, and for paylng all fees including, without limitation, all taxes and any related
<br />costs or fees, necessary to use the Deliverables.
<br />7.3 Client Materials. Subject to the terms and conditions of this Agreement, Client grants
<br />Company and its contractors and agents a limited, nontransferable (subject to Section 10.8),
<br />fully-paid, royalty-free, non-sublicenseable, nonexclusive right during the term of this
<br />Agreement to use, reproduce, modih/, prepare derivative works of, perform, display, transmit,
<br />make, have made and import any pre-existing Technology provided by Client to Company or
<br />its contractors or agents in connection with the performance of the Services under this
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