Confidential Information Protection. 4.7.1 Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of Confidential Information. Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law. Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information (See Attachment 1: Confidential Information Security Requirements).
Confidential Information Protection and Section 4.8 Confidentiality Breach-Required Notification, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract.
Confidential Information Protection a. Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of Confidential Information. Contractor agrees to comply with the requirements of Attachment F. Data Use, Security, and Confidentiality, and Attachment E, Confidential Information Security, attached hereto and incorporated herein.
Confidential Information Protection. Originator and Processor acknowledge that each will have access to confidential information of the other which may include, but is not limited to, trade secrets, business practices, products, customer lists and other proprietary information and confidential Borrower information, constituting “nonpublic personal information,” as that term is defined in the Xxxxx-Xxxxx-Xxxxxx Act, Title V, and applicable regulations promulgated thereunder; as well as any other information obtained from the Discloser which is not known to the public (“Confidential Information”). For themselves, their agents, employees and other representatives, Originator and Processor agree to safeguard the Confidential Information as required by Applicable Requirements and not disclose any of the Confidential Information, directly or indirectly to any third party, unless such disclosure is to its attorney or pursuant to court order, other legal mandate or the written authorization of the other party to this Agreement or the authorization of the Borrower with regard to the Borrower’s Confidential Information. Originator and Processor each agrees to use the same degree of care as it uses for its own confidential information of a similar nature in protecting the confidentiality of the Information disclosed to it, in order to avoid disclosure or use of the Information to persons other than those authorized under this Agreement to have such Information. Each shall notify the other promptly in writing by notice to the above address if either becomes aware that Confidential Information, including nonpublic personal information has been disclosed or used in a manner not permitted by this Agreement or otherwise authorized or either party is asked to provide Confidential Information to any person. Each party represents and warrants to the other hat it has an information security program required under applicable law that incorporates physical, electronic, and procedural safeguards reasonably designed to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information, and (iii) protect against unauthorized access to or use of such Confidential Information that could result in substantial harm or inconvenience to borrowers. Each party acknowledges that the other will be irreparably injured if either breaches any of its obligations under this Section 4 of the Agreement. Accor...
Confidential Information Protection. The contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this contract or its performance may consist of confidential information. The contractor agrees to hold confidential information in strictest confidence and not to make use of confidential information for any purpose other than the performance of this contract, to release it only to authorized employees or subcontractors requiring such information for the purposes of carrying out this contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law. The contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to confidential information (See Attachment 1: Confidential Information Security Requirements).
Confidential Information Protection. Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of Confidential Information. Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law. Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. Contractors that may come into contact with Protected Health Information will be required to complete a Business Associate agreement, as required by federal or state laws, including HIPAA, prior to the commencement of any work. Immediately upon expiration or termination of this Contract, Contractor shall, at HCA’s option: (i) certify to HCA that Contractor has destroyed all Confidential Information; or (ii) return all Confidential Information to HCA; or (iii) take whatever other steps HCA requires of Contractor to protect HCA’s Confidential Information. HCA reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Contract. Violation of this section by Contractor or its Subcontractors may result in termination of this Contract and demand for return of all Confidential Information, monetary damages, or penalties. The obligations set forth in this Section shall survive completion, cancellation, expiration, or termination of this Contract.
Confidential Information Protection. Each party will protect the secrecy of all Confidential Information received from the other party with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Neither party will use or disclose the other party’s Confidential Information, except as permitted in this Agreement and only for the purpose of performing obligations under the Agreement. The confidentiality obligations of each party under the Agreement will survive any expiration or termination of the Agreement or of any order for three (3) years after the termination or expiration of this Agreement. Upon termination of the Agreement, each party will cease all use of the other party’s Confidential Information (except for software and related documentation in accordance with the applicable license granted under the Agreement) and will promptly return, or at the other party’s request, destroy all Confidential Information, including all copies, notes or extracts, (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the receiving party’s possession.
Confidential Information Protection. The Parties acknowledge that, in their performance of their duties hereunder, either party (or its designees) may communicate to the other party (or its designees) certain confidential and proprietary information, including without limitation information concerning Merchants, the Loan Program or any technology, techniques, or business plans related to On Deck’s operation and development of the Loan Program (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party without knowledge of, use of, exposure to or reference to any Confidential Information. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to its Manager Agents, officers, directors, employees, shareholders, partners, members, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (collectively, “Representatives”) who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its Representatives are informed of, observe and fully comply with the confidentiality restrictions contained in this Agreement as if they were parties hereto; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it...
Confidential Information Protection. You agree that you will not, directly or indirectly, use or disclose to anyone any nonpublic information from which the Company derives any commercial advantage, including without limitation any trade secrets, nonpublic financial information or customer information (the “Confidential Information”). You acknowledge that the Confidential Information is owned or licensed by the Company or its affiliates; is unique, valuable, proprietary and confidential; and derives independent actual or potential commercial value from not being generally known or available to the public. You hereby relinquish, and agree that you will not at any time claim, any right, title or interest of any kind in or to any Confidential Information. You agree that you will maintain the confidentiality of the Confidential Information at all times after the Termination Date and will not, at any time, directly or indirectly, use any Confidential Information for your own benefit or for the benefit of any other person, reveal or disclose any Confidential Information to any person or remove or aid in the removal from the Company’s or its affiliates’ premises of any Confidential Information. The covenants in this Section will not apply to information that (i) is or becomes available to the general public through no breach of this Agreement by you or breach by any other person of a duty of confidentiality to the Company or its affiliates; (ii) you are required to disclose by applicable law, rule, regulation or court order; provided, however, that you will notify the Company in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with the Company to limit the scope of such disclosure; or (iii) information that was within your possession prior to its being furnished to you by the Company or the Company’s affiliates.
Confidential Information Protection and Section 4.9
