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How is Proprietary Tools defined in a legal contract?

• Proprietary Tools means software in both source code and object code form, specific data and models, as well as additional instruments that are not commercially available and are either owned by a party or under which a party has the right to grant royalty-free licenses, which are used in the development process projects.
  Seen in 4 SEC filings
• Proprietary Tools means specific application software in both source code and object code form, such as model generation and extraction software, data gathering software, and data manipulation/analysis software. They are non-commercially available and are either owned by a party or under which a party has the right to provide royalty-free licenses, and are used in regards to Process Development Projects.
  Seen in 3 SEC filings
• Proprietary Tools means the vendor’s resources required to operate, maintain and modify pre-existing works.
  Seen in 3 SEC filings
• Proprietary Tools means software development tools made commercially available under a software license not approved by the Open Source Initiative as an open source license.
  Seen in 2 SEC filings
• Proprietary Tools means technology that the licensor possesses, uses, authors, creates, or develops for any reason, including but not limited to the licensor’s or its licensor’s products, services, technologies, original works, documents, information, designs, discoveries, data, methods, tools, computer programs (including source code), and other items that are developed by the licensor.
  Seen in 2 SEC filings
• Proprietary Tools means specifications, design documentation, devices, prototypes, and designs. It also includes design tools, testing harnesses, input and output formats, algorithms, file structures, software architecture, source and object code, databases, data compilations and collections, technical and performance data, application programming interfaces, and any associated documentation related to any proprietary software.
  Seen in 1 SEC filing
• Proprietary Tools means software in both source code and object code form, models and/or data, and other instruments that are not commercially available and are either owned by a party or under which a party has the right to grant royalty-free licenses and are used in process development projects.
  Seen in 1 SEC filing

Note: pulled this data out of the SEC EDGAR Database of 500,000 records from the past 22 years of filings. We regularly update this page as new filings and definitions come in.

yourself to verify these results. We are always keen to point people to source documents.

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Which definition should you use?

🤔 has combined and improved the above descriptions to create market-standard 'Genie definitions' below, with guidance on which documents and which industry to use for each.

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Genie Definition 1

Proprietary Tools means specific non-commercially available software, data, or instruments owned or licensed by a [party], used in developmental projects.

Relevant Contract Types

• Software License Agreement
• Data Licensing Agreement
• Technology Development Agreement

Relevant Circumstances

• The creation of a new software or digital tool.
• Licensing an existing proprietary tool to another party.
• Collaboration between two parties on a digital project or technology.

Relevant Sectors

• Technology
• Web Development
• Software Engineering

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Genie Definition 2

Proprietary Tools means vendor's resources required to operate, maintain, and modify existing works.

Relevant Contract Types

• Vendor Agreement
• Service Level Agreement
• Maintenance Contract

Relevant Circumstances

• A vendor providing maintenance or modification services for a client's tools.
• An agreement for the operation of proprietary tools within a business.
• Developing an existing tool for better end-user experience.

Relevant Sectors

• Technology
• Manufacturing
• Information Technology Services

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