Common use of Access and Protection Clause in Contracts

Access and Protection. During the term of the Contract, Contractor and WSP will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP and Contractor, and each of their officers, employees and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G and the Nondisclosure Agreement in Exhibit I. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of WSP that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public Record.

Access and Protection. During the term of the Contract, Contractor and WSP will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP and Contractor, and each of their officers, employees and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G H and the Nondisclosure Agreement in Exhibit I. J. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of WSP that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public Record.

Access and Protection. During the term of the Contract, Contractor and WSP DSHS will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP DSHS and Contractor, and each of their officers, employees and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G and the Nondisclosure Agreement in Exhibit I. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will will: (a) comply with any policythe FCC's TRS rules regarding CPNI, rule, or reasonable requirement of WSP that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public Record.found at 47 C.F.R. §§ 64.5105-5110; and

Access and Protection. During Contractor acknowledges that its employees and consultants may acquire knowledge or information considered by ARMC to be confidential or proprietary. Confidential information means information ARMC discloses to Contractor or that Contractor otherwise learns about ARMC or its affiliates, or their respective businesses or operations, in any form. Contractor will not publish or disseminate to any party, other than employees or independent contractors with a need to know for purposes of providing services hereunder, any of ARMC’s Confidential information, and will require said parties to agree in writing to keep said Confidential information secure and confidential. The obligations of confidentiality and protection imposed by this Agreement shall not apply or will cease to apply to any information that: ❑ was known to Contractor without an obligation of confidentiality prior to its receipt under this Agreement, ❑ is or becomes publicly available without breach of this Agreement, ❑ is received from a third party without an obligation of confidential or ❑ is developed independently by Contractor without use of confidential or proprietary information ARMC acknowledges that its employees may acquire knowledge or information Contractor discloses to ARMC, electronically or in written forms and identified to ARMC by Contractor as “CONFIDENTIAL”. ARMC will not publish or disseminate to any party, other than employees or independent contractors with a need to know, any of Contractor’ Confidential information, and will require said parties to agree in writing to keep said confidential information secure and confidential. The obligation of confidentiality and protection imposed by this Agreement shall not apply or will cease to apply to any information that: ❑ was known to ARMC without an obligation of confidentiality prior to its receipt under this Agreement, ❑ is or becomes publicly available without breach of this letter, ❑ is received from a third party without an obligation of confidentially, or ❑ is developed independently by ARMC without use of confidential or proprietary information. To the term extent applicable, Contractor shall, execute the COUNTY’S standard form of Agreement to Comply with HIPAA Privacy Regulations (the “Business Associate Agreement”) as seen in Exhibit C. Contractor obligations under the Business Associate Agreement shall be in addition to, and shall not limit or affect in any way, its obligations of confidentiality hereunder. Any and all materials created during the working relationship, including software modifications, enhancements, customizations, developments, objects, specifications, training materials, test data and documentation, will be jointly property of Contractor and ARMC. Contractor may retain a copy of these materials in its working papers complied during the course of an engagement, which will be maintained in confidence. The materials developed during the course of the Contractarrangement by ARMC or Contractor which were newly developed specifically for ARMC and/or its clients may be used by CONTRACTOR only with the prior written consent of ARMC and its clients(s), which consent will not be unreasonably withheld. Any materials first produced by Contractor and WSP will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP and outside this engagement remain the exclusive property of Contractor, and each of their officers, employees and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information may be used by ARMC as incorporated in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations materials created under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G and the Nondisclosure Agreement in Exhibit I. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of WSP that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public RecordAgreement.

Access and Protection. During the term of the ContractAgreement, Contractor and WSP the CalSAWS Consortium will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP The CalSAWS Consortium and Contractor, and each of their officers, employees employees, and authorized contractors and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, shall maintain (a) all Confidential Information of the other party (a) in strict confidence, and (b) all Proprietary Information in at least to the same manner extent as it protects the confidentiality of its own proprietary information of like kind, (c) but in no event with less than reasonable care, and (d) in accordance with the Security and Confidentiality Plan Deliverable (as described in RFP Section 4.10.10), which shall be included in the Systems Operations Plan Deliverable based on Section 4.10.10 of the RFP and other mutually agreed upon Acceptance Criteria. In addition, the CalSAWS Consortium and each of its officers, employees, and authorized contractors and agents, including State and federal agencies shall maintain Contractor’s Confidential Information that is made available at Contractor’s Central Site Facility and Contractor’s backup data center under Section 4.10 of the Agreement in strict confidence. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized officers, employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.117.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or and shall only use such Confidential Information to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal federal, State and State law and regulation County law, regulation, codes, and this Section 19.1.117.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this ContractAgreement. Except for disclosures pursuant to Section 19.1.2 below, each Each party agrees that that, prior to disclosing any Proprietary Information or Confidential Information of the other party to any third partyparty as permitted under this Section 17.1.1, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 17.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G and the Nondisclosure Agreement in Exhibit I. In addition to the requirements expressly stated in this Section 19.1.117.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of WSP any County, the State and the federal government that relates to the safeguarding or disclosure of information relating to applicants and recipients of the Counties’ services, Contractor’s operations, or the Services performed by Contractor under this ContractAgreement. Contractor shall comply with changes to any such applicable law, including without limitation the terms of the Response. Public Recordpolicy, rule, or reasonable requirement in accordance with and subject to Section 14.8.

Access and Protection. During the term of the Contract, Contractor and WSP DSHS will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, WSP DSHS and Contractor, and each of their officers, employees (including the Employees for Contractor and employees for DSHS), subcontractors (including the Subcontractors for Contractor and subcontractors for DSHS) and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary InformationInformation of the other party, except to authorized employeesemployees (including the Employees), contractors subcontractors (including the Subcontractors) and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP DSHS Confidential Information or WSP DSHS Proprietary Information to employeesEmployees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found agreed in writing to accept the terms of this section and Exhibit G and the Nondisclosure Agreement in Exhibit I. E. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of WSP DSHS that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public Record.Response and Exhibit E.

Access and Protection. During the term of the Contract, Contractor and WSP AOC will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.217.1.2, WSP AOC and Contractor, and each of their officers, employees and agents, shall, subject to State laws laws, regulations, case law and regulations court rules, and in accordance with this Section 19.1.117.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.117.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunderunder this contract. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.117.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 17.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 17.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such WSP Confidential Information or WSP Proprietary Information to employees, agents or Subcontractors’ employees, agents or contractors who have signed a statement as found in Exhibit G and the Nondisclosure Agreement in Exhibit I. In addition to the requirements expressly stated in this Section 19.1.117.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of WSP AOC that relates to the safeguarding or disclosure of information relating to court records, Contractor’s operations, or the Services performed by Contractor under this Contract, including without limitation the terms of the Response. Public Record.