Common use of Breach of Confidentiality Clause in Contracts

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1) Contractor shall immediately notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) To the extent the Unauthorized Access was not related to the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1) : Contractor shall immediately immediately, but no more than twenty-four (24) hours, notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) To the extent the Unauthorized Access was not related to the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) . To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. Non-Compete/Cessation of Severance If, following termination of employment by PTI other than for cause, PTI believes you have committed a breach of your confidentiality and/or non-compete obligations as set forth below, PTI shall notify you in writing providing details of the alleged breach, and within 30 days thereafter you shall provide to the Company any information you have refuting that a breach has occurred. If you and PTI are not able to settle the claim of breach within 60 days, then the parties shall submit the dispute to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Associations ("AAA"). An arbitrator shall be jointly chosen by the parties from a list of AAA arbitrators and any hearings shall be held at the AAA locations nearest the Company headquarters. The parties fees and costs of the arbitration and administrative fees, excluding attorneys fees, shall be borne equally by the parties. If you are found to have committed a breach of confidentiality or non-compete obligations through the arbitration process, then PTI shall have the right to immediately cease payment of all Severance Payments. You and PTI recognize that your services are special and unique and that your compensation is partly in consideration of and conditioned upon you refraining from competing with PTI and that a covenant on your part not to compete during your employment with PTI is essential to protect the business and goodwill of PTI. Accordingly, you agree that any breach during your employment with PTI and for a period of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: one (1) Contractor shall immediately notify University year in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the case of termination for cause, impact and contain such Unauthorized Access (after the “Mitigation Measures”). (2) To the extent the Unauthorized Access was not related to the negligent acts Termination Date, you shall not, except in association with PTI, directly or omissionsindirectly, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply as an individual, partner, joint venture, employee, agent, officer, director, shareholder, consultant or otherwise, engage in any business which competes with the terms Business (as herein defined) of this AgreementPTI or any of its subsidiaries, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor in any market in which PTI or its subcontractors subsidiaries, is actively engaged in sales either during your employment with PTI or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall (a) be responsible for the costs as of the Mitigation Measures; (b) shall take such actions, Termination Date. Business means the business and be responsible for activities of PTI or its subsidiaries during your employment with PTI and as of the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized AccessTermination Date, including, but not limited to, providing identity theft protection the design, development, marketing, publicity, manufacturing and production and sale of hardware and software for a period the following markets: (a) point of not less than two (2) years to those affected or potentially affected by sale/hospitality management for the Unauthorized Accessquick service restaurant, sit down/full service restaurant and pizza restaurant markets; and (cb) shall indemnify hotel/spa management market. The parties agree that at a minimum this market is the United States of America and hold harmless that the State provisions of Connecticut, including this non-compete provision are reasonable for purposes of protecting the legitimate business interests of PTI. You will be able to use reasonable personal contact information to assist you in your future endeavors so long as this use does not breach the restrictions set forth in this letter. If any agency or official of the State competition restrictions contained in this letter shall be deemed to be unenforceable by reason of Connecticutthe extent, from duration or geographic scope or other provisions hereof, then the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provisions hereof and against enforce this non-compete provision in its reduced form for all costs purposes in the manner contemplated hereby. Contingencies This offer of employment is contingent upon the successful completion of a drug test, claimscriminal background check, damagesprevious employment verification, or expenseseducation verification and personal\professional references, including reasonable attorney’s fees, arising from such Unauthorized Accessprior to your first date of employment. You will be notified regarding the particulars of the drug testing process by separate communication.

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1) : Contractor shall immediately notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) . To the extent the Unauthorized Access was not related to the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) . To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1) : Contractor shall immediately notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) . To the extent the Unauthorized Access was not related to the negligent acts act or omissions, gross negligence and/or willful misconduct omission of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) . To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1i) Contractor shall immediately notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2ii) To the extent the Unauthorized Access was not related to the negligent acts act or omissions, gross negligence and/or willful misconduct omission of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3iii) To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall shall, notwithstanding section 1.10, (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.and

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor to perform work for or on behalf of the University. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor agrees to the following: (1) Contractor shall immediately notify University in the event Contractor has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor shall immediately take such measures as are reasonably necessary, or requested by University, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) In the event of a breach or intrusion or otherwise unauthorized access to cardholder data stored at or for the Contractor, Contractor shall immediately notify University to allow the proper PCI DSS compliant breach notification process to commence. The Contractor shall provide appropriate payment card companies, acquiring financial institutions and their respective designee’s access to the Contractor’s facilities and all pertinent records to conduct a review of the Contractor’s compliance with the PCI DSS requirements. (3) To the extent the Unauthorized Access was not related to the negligent acts act or omissions, gross negligence and/or willful misconduct omission of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (34) To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor or its subcontractors or employees, or from Contractor’s failure to comply with the terms of this Agreement, Contractor shall shall, (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) Contractor agrees to assume responsibility for informing all such individuals in accordance with applicable law and (d) shall indemnify and hold harmless the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. The parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation of this Agreement and/or the ability of Contractor Securly to perform work for or on behalf of the UniversityCEN and CEN Members. For purposes of this Agreement, “Unauthorized Access,” means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor Xxxxxxx agrees to the following: (1) Contractor Securly shall immediately immediately, but no more than 5 business days, notify University CEN Member as described in Securly’s order confirmation in the event Contractor Securly has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor Securly shall immediately take such measures as are reasonably necessary, or requested by UniversityCEN Member, to identify the cause, impact and contain such Unauthorized Access (the “Mitigation Measures”). (2) To the extent the Unauthorized Access was not related to the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor Securly or its subcontractors or employees, or from ContractorSecurly’s failure to comply with the terms of this Agreement, Contractor Securly shall (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless CEN, CEN Member and the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s fees, arising from such Unauthorized Access.

Breach of Confidentiality. The parties Parties agree that any breach of the confidentiality obligations set forth in this Agreement may result in cancellation the termination of this Agreement and/or the ability of Contractor to perform work for or on behalf of the UniversityAgreement. For purposes of this Agreement, “"Unauthorized Access,” " means unauthorized access to or acquisition of electronic files, media, databases or computerized data containing personal information when access to the personal information has not been secured by encryption or by any other method or technology that renders the personal information unreadable or unusable. In the event that a security breach occurs, Contractor NEW HAVEN agrees to the following: (1) Contractor a. NEW HAVEN shall immediately notify University SCSU in the event Contractor NEW HAVEN has knowledge that Unauthorized Access to Confidential Information has been, or may have been, obtained, and Contractor NEW HAVEN shall immediately take such measures as are reasonably necessary, or requested by UniversityNEW HAVEN, to identify the cause, impact and contain such Unauthorized Access (the “"Mitigation Measures”"). (2) To the extent the Unauthorized Access was not related to the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor and its subcontractors and employees and to Contractor’s failure to comply with the terms of this Agreement, Contractor shall, by amendment to this Agreement, be compensated for the Mitigation Measures as an additional service. (3) b. To the extent the Unauthorized Access resulted from the negligent acts or omissions, gross negligence and/or willful misconduct of Contractor NEW HAVEN or its subcontractors or employees, or from Contractor’s NEW HAVEN's failure to comply with the terms of this Agreement, Contractor shall NEW HAVEN shall: (a) be responsible for the costs of the Mitigation Measures; (b) shall take such actions, and be responsible for the costs therefor, as are necessary to mitigate any damage caused, or that may be caused, by such Unauthorized Access, including, but not limited to, providing identity theft protection for a period of not less than two (2) years to those affected or potentially affected by the Unauthorized Access; and (c) shall indemnify and hold harmless SCSU and the State of Connecticut, including any agency or official of the State of Connecticut, from and against all costs , claims, damages, or expenses, including reasonable attorney’s 's fees, arising from such Unauthorized Access. c. To the extent the Unauthorized Access was not related to the negligent act or omission of NEW HAVEN or its subcontractors and employees, or to NEW HAVEN's failure to comply with the terms of this Agreement, SCSU may, in its sole discretion, by amendment to this Agreement, compensate NEW HAVEN for the Mitigation Measures.