Confidential Information and Data Security. 10.1 During the Term of this Agreement, BRANCH shall be given access to Confidential Information of TWFG. XXXXXX agrees to maintain the confidentiality of all Confidential Information provided by TWFG and/or obtained by BRANCH in connection with its services under this Agreement. BRANCH shall not use, disclose or permit such information to be used or disclosed at any time prior to or after the termination of this Agreement, except as specifically permitted in writing by TWFG or as provided by the express provisions of this Agreement. XXXXXX also agrees to maintain, and cause its Service Provider, agents, and subcontractors to maintain, the terms and conditions of this Agreement strictly confidential and not to disclose same to any third party, except as expressly permitted in writing by TWFG. BRANCH shall be responsible for ensuring that its Service Providers, agents, subcontractors, and contractors abide by the terms of this Section. BRANCH shall exercise the same degree of care and protection with respect to TWFG’s Confidential Information that it exercises with respect to its own Confidential Information, but in no event shall BRANCH exercise less than a reasonable standard of care, and in addition shall not directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to any of TWFG’s Confidential Information except to the extent expressly permitted in writing by TWFG. Notwithstanding the above, BRANCH may disclose TWFG’s Confidential Information to its Service Providers, vendors, and agents who have a need to know and only to the extent necessary for BRANCH to perform services under this Agreement, and only to third parties if so required by law (including a court order or subpoena). BRANCH acknowledges that a breach of this Section may cause irreparable harm to TWFG, entitling TWFG to seek injunctive relief, among other remedies, without the necessity of posting a bond or other security. This Section shall survive the termination of this Agreement.
10.2 Unless otherwise authorized in writing, upon the termination of this Agreement or upon the request of TWFG, BRANCH shall promptly either:
(a) return such Confidential Information and all reproductions and copies thereof, and provide certification to TWFG that all such Confidential Information has been returned; or
(b) destroy such Confidential Information and provide certification to TWFG that all such Confidential Information has been destroyed.
10.3 Notwithstan...
Confidential Information and Data Security. (a) All information and data communicated by us to you or Subagents, whether before the Effective Date or during the term of this Agreement, will be held in strict confidence and used solely for the purpose of activities contemplated by this Agreement. You will not use or disclosure such information, other than as specifically authorized under this Agreement without our prior written consent.
(b) The parties acknowledge that certain information made available to the other party may be deemed nonpublic personal information protected under federal and state privacy laws (“Privacy Laws”). The parties agree (i) not to disclose or use such information except as required to carry out its duties under this Agreement as permitted by the Privacy Laws; (ii) to implement and maintain an appropriate security program for the information and cause its employees, agents or contractors to implement and maintain an appropriate security program for the information; (iii) to establish and maintain policies and procedure reasonably designed to ensure the security and privacy of all such protected information; and (iii) to cooperate with the other party and provide reasonable assistance in ensuring compliance with Privacy Laws. For purposes of this section, “appropriate security program” includes, without limitation, policies and procedures designed to ensure the security and confidentiality of the information, protect against any threats or hazards to the security or integrity of the information, comply with all privacy laws and prevent the unauthorized access to or use of the information. You will ensure that Subagents comply with this provision.
(c) Each party will immediately notify the other party in writing of any disclosure or use of the information in breach of this Agreement. Each party reserves the right upon prior written notice to review and audit the other party’s policies and procedures used to maintain the security and confidentiality of the information. This provision will survive the termination of this Agreement.
Confidential Information and Data Security. (a) The LTD API, LTD Data, and ULTID(s) constitute ISTE’s confidential information (“Confidential Information”). You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions that you employ with respect to your own confidential materials), (ii) not to divulge any Confidential Information to any third person, (iii) not to use any Confidential Information except for the permitted purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information.
Confidential Information and Data Security. 19.1 The parties agree and undertake in favour of each other to keep the confidential information confidential, except as permitted (i) by the agreement, (ii) by prior written consent, (iii) by law, or (iv) if the confidential information is in the public domain. The parties will protect each other’s confidential information in the manner of a reasonable person protecting their own confidential information.
19.2 The confidentiality obligations in terms of this clause 19, with respect to each item of confidential information, will start on the date on which the information is disclosed or otherwise received and will endure indefinitely after the termination of the agreement for as long as the confidential information remains confidential.
19.3 Neither party will use or permit the use of the confidential information for any purpose other than for the purpose of the agreement and not to use or permit the use of the confidential information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the other party or otherwise use it to the detriment of the other party.
19.4 The parties will not copy or reproduce the confidential information by any means without the prior written consent of the disclosing party, it being recorded that any copies of the confidential information will be and remain the property of the disclosing party. The parties may disclose confidential information to attorneys or auditors, provided that the disclosure is reasonably required for purposes of conducting that party’s business activities. The party must then ensure that the recipient of the confidential information maintains the confidentiality.
19.5 Each party will ensure that its employees or contractors engaged in terms of the agreement are under an equivalent obligation of confidentiality to that imposed by the agreement on the parties, and will use commercially reasonable efforts to ensure that no employees or contractors will be in breach of that obligation and that any employee or contractor who is in breach is prevented from continuing the breach.
19.6 In the event that either party is required to disclose the confidential information by law, the party receiving the request to disclose information will:
19.6.1 advise the other party prior to disclosure, if possible;
19.6.2 take steps to limit the extent of the disclosure to the extent that it lawfully and reasonably practically can;
19.6.3 afford the other party a reason...
Confidential Information and Data Security
