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d. All Proprietary Works developed, written, or produced under this Agreement for use
<br /> as a contribution to a collective work; a part of a motion picture or other audiovisual work;
<br /> a translation; a supplementary work; a compilation; an instructional text; a test; answer
<br /> material for a test; or an atlas, are "works made for hire" under 17 U.S.C. §§101 and 201, as
<br /> amended.
<br /> e. VENDOR may retain copies of the Proprietary Works for its archives. VENDOR shall not
<br /> otherwise use, sell, license, or market the Proprietary Works without the express written
<br /> permission of CLIENT. If agreed to by the Officers, such express written permission shall
<br /> be given CLIENT in a separate agreement between CLIENT and VENDOR.
<br /> 8. Confidentiality.
<br /> a. VENDOR, its agents, employees, and contractors shall hold all CLIENT Confidential
<br /> Information they receive, or to which they have access, in strictest confidence. Except as to
<br /> sharing information with CLIENT as required to provide the services under this Agreement,
<br /> VENDOR, its agents, employees, contractors, and Vendors shall not disclose, disseminate,
<br /> or use the CLIENT Confidential Information, unless the CLIENT authorizes it in writing.
<br /> b. VENDOR acknowledges that all CLIENT Confidential Information shall at all times remain
<br /> the property of CLIENT, and CLIENT shall have free and unlimited access at all times to
<br /> all materials containing CLIENT Confidential Information and CLIENT shall have the right
<br /> to claim and take possession of such materials on demand.
<br /> c. Except as required to assist CLIENT with the provision of the services under this
<br /> Agreement, VENDOR will not, during the term of this Agreement or thereafter, directly or
<br /> indirectly use, divulge, disseminate, disclose, lecture upon, or publish any CLIENT
<br /> Confidential Information without having first obtained written permission from CLIENT to
<br /> do so.
<br /> d. VENDOR will safeguard and maintain secret all CLIENT Confidential Information and all
<br /> documents and things that include or embody CLIENT Confidential Information.
<br /> e. Upon termination of this Agreement for whatever reason or upon request by CLIENT,
<br /> VENDOR will deliver to CLIENT all CLIENT Confidential Information, and all notes,
<br /> drawings, memoranda, correspondence, documents, records, notebooks, printouts, disks,
<br /> programs, electronic or magnetic storage media, and similar repositories of CLIENT
<br /> Confidential Information, including all copies thereof, then in VENDOR's possession or
<br /> under VENDOR's control, whether prepared by VENDOR or by employees or agents of
<br /> VENDOR.
<br /> f. The obligation to safeguard and maintain CLIENT Confidential Information shall continue
<br /> until such Information becomes generally available to the public without a breach of this
<br /> Section 10 by VENDOR.
<br /> g. CLIENT acknowledges that all VENDOR Confidential Information shall at all times remain
<br /> the property of VENDOR, and VENDOR shall have free and unlimited access at all times
<br /> to all materials containing VENDOR Confidential Information and VENDOR shall have the
<br /> right to claim and take possession of such materials on demand.
<br /> h. Except as required to assist VENDOR with the provision of the services under this
<br /> Agreement, CLIENT will not, during the term of this Agreement or thereafter, directly or
<br /> RIESPRO
<br /> Master Service Agreement Page 7
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