Common use of Access and Protection Clause in Contracts

Access and Protection. During the term of the Agreement, Contractor and the Counties will have access to and become acquainted with each party’s Confidential Information. The Counties and Contractor, and each of their officers, employees, and authorized contractors and agents, shall maintain all Confidential Information of the other party (a) in confidence, (b) at least to the 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 Counties and each of their 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, except to authorized officers, employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 17.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, 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, State and County law, regulation, codes, and this Section 17.1.1, the other party’s Confidential Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Agreement. Each party agrees that, prior to disclosing any Confidential Information of the other party to any third party 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 17.1.1 with respect to the Confidential Information. In addition to the requirements expressly stated in this Section 17.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of 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 Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8.

Appears in 3 contracts

Samples: Maintenance and Operations Agreement, Maintenance and Operations Agreement, Maintenance and Operations Agreement

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Access and Protection. During the term of the AgreementContract, Contractor and the Counties AOC will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 19.1.2, AOC and Contractor, and each of their officers, employees, and authorized contractors employees and agents, shall shall, subject to State laws, regulations, and court rule, and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 19.1.1 with respect to the Proprietary Information and Confidential Information. In addition to the requirements expressly stated in this Section 17.1.119.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of any County, the State and the federal government AOC that relates to the safeguarding or disclosure of information relating to applicants and recipients of the Counties’ servicescourt records, Contractor’s operations, or the Services performed by Contractor under this Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8Contract.

Appears in 2 contracts

Samples: System Contract, Escrow Agreement

Access and Protection. During the term of the AgreementContract, Contractor and the Counties WSP will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 19.1.2, WSP and Contractor, and each of their officers, employees, and authorized contractors employees and agents, shall 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 (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 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 17.1.119.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of any County, the State and the federal government WSP 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 AgreementContract, including without limitation the terms of the Response. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8Public Record.

Appears in 2 contracts

Samples: Saas Contract, Saas Contract

Access and Protection. During the term of the AgreementContract, Contractor and the Counties WSP will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 19.1.2, WSP and Contractor, and each of their officers, employees, and authorized contractors employees and agents, shall 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 (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 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 H and the Nondisclosure Agreement in Exhibit J. In addition to the requirements expressly stated in this Section 17.1.119.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of any County, the State and the federal government WSP 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 AgreementContract, including without limitation the terms of the Response. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8Public Record.

Appears in 1 contract

Samples: Software Escrow Agreement

Access and Protection. During the term of the Agreement, Contractor and the Counties CalACES CONSORTIUM will have access to and become acquainted with each party’s Confidential Information. The Counties CalACES CONSORTIUM and Contractor, and each of their officers, employees, and authorized contractors and agents, shall maintain all Confidential Information of the other party (a) in confidence, (b) at least to the 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 Counties CalACES CONSORTIUM and each of their 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, except to authorized officers, employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 17.1.1Section, as authorized in writing by the other party, as otherwise specifically permitted herein, 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, State and County law, regulation, codes, and this Section 17.1.1Section, the other party’s Confidential Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Agreement. Each party agrees that, prior to disclosing any Confidential Information of the other party to any third party as permitted under this Section 17.1.1Section, 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 17.1.1 with respect to the Confidential Information. In addition to the requirements expressly stated in this Section 17.1.1Section, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of 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’ CalACES CONSORTIUM’s services, Contractor’s operations, or the Services performed by Contractor under this Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8.

Appears in 1 contract

Samples: Agreement

Access and Protection. During the term of the AgreementContract, Contractor and the Counties AOC will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 17.1.2, AOC and Contractor, and each of their officers, employees, and authorized contractors employees and agents, shall shall, subject to State laws, regulations, case law and court rules, and in accordance with this Section 17.1.1, maintain (a) all Confidential Information of the other party (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 17.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 17.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 with respect to the Proprietary Information and Confidential Information. In addition to the requirements expressly stated in this Section 17.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of any County, the State and the federal government AOC that relates to the safeguarding or disclosure of information relating to applicants and recipients of the Counties’ servicescourt records, Contractor’s operations, or the Services performed by Contractor under this Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8Contract.

Appears in 1 contract

Samples: Escrow Agreement

Access and Protection. During the term of the AgreementContract, Contractor and the Counties DSHS will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 19.1.2, DSHS and Contractor, and each of their officers, employees, and authorized contractors employees and agents, shall 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 (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 19.1.1 with respect to the Proprietary Information and Confidential Information. In addition to the requirements expressly stated in this Section 17.1.119.1.1, Contractor and its Subcontractors will will: (a) comply with any applicable lawthe FCC's TRS rules regarding CPNI, policy, rule, or reasonable requirement of 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 Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8.found at 47 C.F.R. §§ 64.5105-5110; and

Appears in 1 contract

Samples: www.dshs.wa.gov

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Access and Protection. During the term of the AgreementContract, Contractor and the Counties State will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties and Contractor, Contractor and each of their its officers, employees, and authorized contractors Subcontractors and agents, shall shall, subject to federal and State law, and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party (a) State in strict confidence, and (b) at least to all Proprietary Information of the extent State in the same manner as it protects the confidentiality of its own proprietary information of like kind, (c) but in no event with less than reasonable care. Except for disclosure pursuant to Section 19.1.2, 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 Counties State and each of their its officers, employees, and authorized contractors and agents, including shall, subject to federal and State law, and federal agencies shall in accordance with this Section 19.1.1, maintain Contractor’s (a) all Confidential Information that is made available at Contractor’s Central Site Facility of Contractor in confidence, and Contractor’s backup data center under Section 4.10 (b) all Proprietary Information of Contractor in the Agreement same manner as it protects the confidentiality of its own proprietary information of like kind, but in strict confidenceno 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 officers, employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information as required by federal or State law, 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, federal and State and County law, regulation, codes, law and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, it will will, to the extent permitted by federal and State law, obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 17.1.1 19.1.1 with respect to the Proprietary Information and Confidential Information. In addition to the requirements expressly stated in this Section 17.1.119.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of 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’ servicescourt records, Contractor’s operations, or the Services performed by Contractor under this Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8Contract.

Appears in 1 contract

Samples: H Escrow Agreement

Access and Protection. During the term of the AgreementContract, Contractor and the Counties DSHS will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. The Counties Except for disclosure pursuant to Section 19.1.2, DSHS and Contractor, and each of their officers, employeesemployees (including the Employees for Contractor and employees for DSHS), subcontractors (including the Subcontractors for Contractor and authorized contractors subcontractors for DSHS) and agents, shall 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 (a) in strict confidence, and (b) at least to all Proprietary Information in the extent same manner 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 Counties and each of their 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 InformationInformation or Proprietary Information of the other party, except to authorized officersemployees (including the Employees), employees, contractors subcontractors (including the Subcontractors) and agents requiring such information under confidentiality requirements no less restrictive than this Section 17.1.119.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, and shall only use such Confidential Information 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, federal and State law and County law, regulation, codes, regulation and this Section 17.1.119.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this AgreementContract. Each Except for disclosures pursuant to Section 19.1.2 below, each party agrees that, that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party as permitted under this Section 17.1.1party, 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 17.1.1 19.1.1 with respect to the Proprietary Information and Confidential Information. Contractor shall only release such DSHS Confidential Information or DSHS Proprietary Information to Employees, agents or Subcontractors’ employees, agents or contractors who have agreed in writing to accept the terms of this section and Exhibit E. In addition to the requirements expressly stated in this Section 17.1.119.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of any County, the State and the federal government DSHS 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 Agreement. Contractor shall comply with changes to any such applicable lawContract, policy, rule, or reasonable requirement in accordance with including without limitation the terms of the Response and subject to Section 14.8.Exhibit E.

Appears in 1 contract

Samples: Consumer Directed Employer Contract

Access and Protection. During the term of the Agreement, Contractor and the Counties CalSAWS Consortium will have access to and become acquainted with each party’s Confidential Information. The Counties CalSAWS Consortium and Contractor, and each of their officers, employees, and authorized contractors and agents, shall maintain all Confidential Information of the other party (a) in confidence, (b) at least to the 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 Counties CalSAWS Consortium and each of their 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, except to authorized officers, employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 17.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, 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, State and County law, regulation, codes, and this Section 17.1.1, the other party’s Confidential Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Agreement. Each party agrees that, prior to disclosing any Confidential Information of the other party to any third party 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 17.1.1 with respect to the Confidential Information. In addition to the requirements expressly stated in this Section 17.1.1, Contractor and its Subcontractors will comply with any applicable law, policy, rule, or reasonable requirement of 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 Agreement. Contractor shall comply with changes to any such applicable law, policy, rule, or reasonable requirement in accordance with and subject to Section 14.8.

Appears in 1 contract

Samples: Maintenance and Operations Agreement

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