|
ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND
<br />REV: 09-08-16 MK
<br />Page 10 of 23
<br />the Services or Project, or matters pertaining thereto, with the public press,
<br />representatives of the public media, public bodies or representatives of public
<br />bodies, without City’s prior written consent. Magical Bridge shall have the right,
<br />however, without City’s further consent, to include representations of Services
<br />among Magical Bridge's promotional and professional material, provided that any
<br />images, depictions or representations of the Red Morton Playground are clearly
<br />identified as the Magical Bridge Playground at Redwood City, and to communicate
<br />with persons or public bodies where necessary to perform under this Agreement.
<br />D. Limitations. Nothing herein shall restrict City from using for any lawful purpose
<br />any element or group of elements within the Magical Bridge Designs that is not
<br />subject to protection under the confidentiality provisions of this Agreement or
<br />applicable intellectual property laws, including patent, trademark, copyright or
<br />trade secret law.
<br />E. Ownership. As between the Parties, without limiting the licenses granted herein,
<br />the Magical Bridge Designs, any and all derivative works thereof, and the design,
<br />layout, and features of the Magical Bridge Playgrounds, including all intellectual
<br />property rights therein, are and shall remain the sole property of Magical Bridge.
<br />Each party will retain all right, title, and interest in and to all marketing materials
<br />that it provides to the other party under this Agreement. All rights not expressly
<br />granted in this Agreement are reserved by the parties. As referenced in this section,
<br />“derivative works” shall not include any playgrounds built using Magical Bridge
<br />Designs, architectural models, or images of Magical Bridge Playgrounds in
<br />Redwood City.
<br />13. Confidentiality
<br />A. Confidential Information. “Confidential Information” means any proprietary
<br />information, data, trade secrets, or know-how, including any information disclosed
<br />prior to the Effective Date, either directly or indirectly in writing, orally or by
<br />inspection of tangible objects (including, without limitation, designs, research,
<br />product plans, products, services, equipment, customers, inventions, discoveries,
<br />ideas, processes, drawings, hardware, specifications, product configuration
<br />information, marketing and finance documents, prototypes, samples, and data sets,
<br />equipment), whether or not designated as “confidential” disclosed by one party
<br />(“Discloser”) to the other (“Recipient”) under this Agreement. Without limiting
<br />the foregoing, Confidential Information of Magical Bridge shall include (a)
<br />Magical Bridge Designs, and (b) all donor names, preferred physical and/or
<br />electronic contact information, and amounts of donations (“Donor Information”).
<br />Confidential Information does not include information which Recipient can
<br />demonstrate (i) is known to Recipient without a confidentiality obligation at the
<br />time of disclosure to Recipient by Discloser, (ii) has become publicly known and
<br />made generally available through no wrongful act of Recipient, or (iii) has been
<br />rightfully received by Recipient from a third party who is authorized to make such
<br />disclosure.
<br />6.1.N. - Page 13
|