Common use of Breach of University Data Clause in Contracts

Breach of University Data. Contractor acknowledges and agrees that, in the course of its engagement by Xxxx’x Daughters, contractor may receive or have access to King’s Daughters, Contractor shall comply with the terms and conditions set forth in this agreement and the Business Associate Agreement between King’s Daughters and Contractor in its collection, receipt, transmission, access, storage, disposal, use and disclosure of such King’s Daughters Data and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of King’s Daughters Data under its control or in its possession by all Authorized Persons. Contractor shall be responsible for, and remain liable to, Xxxx’x Daughters for the actions and omissions of all Authorized Persons that are not Authorized Employees concerning the treatment of King’s Daughters as if they were Contractor’s own actions and omissions. In recognition of the foregoing, Contractor agrees and covenants that it shall: • keep and maintain all King’s Daughters Data in strict confidence, using such degree of care as is appropriate to avoid unauthorized acquisition, access, use or disclosure. • use and disclose King’s Daughters Data solely and exclusively for the purposes for which King’s Daughters Data, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available King’s Daughters Data for Contractor’s own purposes or for the benefit of anyone other than King’s Daughters in each case, without King’s Daughters prior written consent; • not, directly or indirectly, disclose King’s Daughters Data to any person other than its Authorized Employees, including any, subcontractors, agents, outsourcers or auditors (an “Unauthorized Third Party”), without express written consent from King’s Daughters unless and to the extent required by applicable law, in which case, Contractor shall (i) notify King’s Daughters before such disclosure or as soon thereafter as reasonably possible; (ii) be responsible for and remain liable to King’s Daughters for the actions and omissions of such unauthorized • Third Party concerning the treatment of such King’s Daughters Data as if they were Contractor’s own actions and omissions; and (iii) require the Unauthorized Third Party that has access to King’s Daughters Data to execute a written agreement agreeing to comply with the terms and conditions of the Contract, including, without limitation, executing a business associate agreement where applicable. • abide by all applicable federal and state laws, rules, and regulations regarding privacy and confidentiality, including PII and otherwise; and • limit the acquisition, access, use and disclosure of King’s Daughters data to authorized persons only in the amount minimally necessary for Contractor to perform its obligations under this Agreement.

Breach of University Data. Contractor acknowledges and agrees that, in the course of its engagement by Xxxx’x Daughters, contractor may receive or have access to King’s Daughters, ,Contractor shall comply with the terms and conditions set forth in this agreement and the Business Associate Agreement between King’s Daughters and Contractor in its collection, receipt, transmission, access, storage, disposal, use and disclosure of such King’s Daughters Data and be responsible for the unauthorized collection, receipt, transmission, access, storage, ,disposal, use and disclosure of King’s Daughters Data under its control or in its possession by all Authorized Persons. Contractor shall be responsible for, and remain liable to, Xxxx’x Daughters for the actions and omissions of all Authorized Persons that are not Authorized Employees concerning the treatment of King’s Daughters as if they were Contractor’s own actions and omissions. In recognition of the foregoing, Contractor agrees and covenants that it shall: • keep and maintain all King’s Daughters Data D a t a in strict confidences t r i c t c o n f i d e n c e , using such degree u s i n g s u c h d e g r e e of care c a r e as is appropriate isappropriate to avoid unauthorized acquisition, access, use or disclosure. ; • use and disclose King’s Daughters Data solely and exclusively for the purposes for which King’s Daughters Data, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available King’s Daughters Data for Contractor’s own purposes or for the benefit of anyone other than King’s Daughters in each case, without King’s Daughters prior written consent; • not, directly or indirectly, disclose King’s Daughters Data to any person other than its Authorized Employees, including any, subcontractors, agents, outsourcers or auditors (an “Unauthorized Third Party”), without express written consent from King’s Daughters unless and to the extent required by applicable law, in which case, Contractor shall (i) notify King’s Daughters before such disclosure or as soon thereafter as reasonably possible; (ii) be responsible for and remain liable to King’s Daughters for the actions and omissions of such unauthorized • Unauthorized Third Party concerning the treatment of such King’s Daughters Data as if they were Contractor’s own actions and omissions; and (iii) require the Unauthorized Third Party that has access to King’s Daughters Data to execute a written agreement agreeing to comply with the terms and conditions of the Contract, including, without limitation, executing a business associate agreement where applicable. • abide by all applicable federal and state laws, rules, and regulations regarding privacy and confidentiality, including PII and otherwise; and • limit the acquisition, access, use and disclosure of King’s Daughters data to authorized persons only in the amount minimally necessary for Contractor to perform its obligations under this Agreement.and