Common use of Confidentiality Agreements Clause in Contracts

Confidentiality Agreements. The Contractor must not permit any person the Contractor hires or uses to access or obtain any Protected Information unless that person is contractually bound to the Contractor in writing to keep Protected Information confidential on terms no less protective than the terms applicable to the Contractor under this Agreement. The Contractor may only permit individual Personnel to have access to any Protected Information or other asset of the Province (including to any system, network or device the Province makes available to the Contractor) in relation to this Agreement, if, after: verifying their identity and relevant education, professional qualifications and employment history; completing a criminal record check that is updated at least every five years; requiring Personnel to proactively disclose criminal offences to the Contractor unless prohibited by applicable law; performing any additional screening this Agreement or applicable law may require; and performing any additional background checks the Contractor considers appropriate, the Contractor is satisfied that the individual does not constitute an unreasonable security risk. If any criminal record check or proactive disclosure reveals a prior criminal offence or pending criminal matter, the Contractor must make a reasonable determination of whether the applicable person constitutes an unreasonable security risk, taking into consideration the duties of the individual and the type and sensitivity of information to which the individual may be exposed. If the Contractor is an individual, the Province may subject the Contractor to the screening requirements in this Schedule. Unless otherwise specified in this Agreement, the Contractor must ensure all Personnel complete any relevant information security training, at the Contractor’s expense, before they provide any Services, or receive or are given access to any Protected Information or any system, device or secure facility of the Province, and thereafter at least annually. If not set out elsewhere in this Agreement, the Contractor (but not a Subcontractor) must provide in writing to the Province the contact information for the individual who will coordinate compliance by the Contractor and all Subcontractors and act as a direct contact for the Province on matters relating to this Schedule. The Contractor must ensure that the security requirements of those in its upstream and downstream supply chain are documented, followed, reviewed, and updated on an ongoing basis as applicable to this Agreement.

Confidentiality Agreements. The Contractor must not permit any person (a) Seller agrees that it shall, at the Contractor hires or uses to access or obtain any Protected Information unless that person is contractually bound request of the Purchaser, either (i) assign to the Contractor Purchaser a right to enforce the confidentiality agreements entered into by Seller with other Persons in writing connection with the possible sale of the Company, the Business or any other Transaction involving the sale of the Company and/or any of the Company Subsidiaries and/or the Business; provided however that notwithstanding such assignment Seller shall retain co-existing rights to enforce such confidentiality agreement or (ii) at the request of Purchaser and at Purchaser’s expense, do such actions as may reasonably be required by Purchaser in order to enforce its rights against any such person pursuant to any such confidentiality agreement. (b) Effective upon, and only upon, the Closing Date, the Confidentiality Agreement shall terminate with respect to information relating solely to the Business and the Group (as defined therein) provided however that the last complete paragraph on page 3 of the Confidentiality Agreement shall survive such termination. Thereafter, until the third anniversary of the Closing Date, Seller shall, and shall cause its Affiliates and its and their officers, directors, employees, advisors and representatives, to keep Protected Information confidential on terms no less protective than all non-public information in its possession regarding the terms applicable Company, the Company Subsidiaries and Purchaser; provided, that Seller shall not be required to the Contractor under this Agreement. The Contractor may only permit individual Personnel to have access to maintain as confidential any Protected Information information that (i) is or other asset of the Province (including to any system, network or device the Province makes becomes generally available to the Contractorpublic other than as a result of a disclosure by Seller or its Affiliates or representatives, (ii) in relation is or was lawfully obtained by Seller from a third party that, to this AgreementSeller’s knowledge, ifhas no obligation to maintain the information confidential, after: verifying their identity and relevant education(iii) is lawfully obtained by Seller after the Closing Date, professional qualifications and employment history; completing (iv) is independently developed by Seller without use of any non-public information or (v) is required to be disclosed pursuant to a criminal record check Law, a rule or regulation of any Governmental Entity. In the event that Seller become obligated or is updated at least every five years; requiring Personnel requested to proactively disclose criminal offences to any non-public information regarding the Contractor unless prohibited by applicable law; performing any additional screening this Agreement or applicable law may require; and performing any additional background checks the Contractor considers appropriateCompany, the Contractor Company Subsidiaries or Purchaser pursuant to a Law, rule or regulation of any Governmental Entity, Seller shall promptly notify Purchaser so that Purchaser may have an opportunity to seek a protective order or other appropriate remedy that will permit Seller to avoid such disclosure. In the event that such protective order or other remedy is satisfied not obtained, Seller will disclose only that the individual does not constitute an unreasonable security risk. If portion of any criminal record check such non-public information as Seller is obligated to disclose pursuant to such Law, rule or proactive disclosure reveals a prior criminal offence or pending criminal matterregulation, the Contractor must make a and will use its reasonable determination of whether the applicable person constitutes an unreasonable security risk, taking into consideration the duties of the individual and the type and sensitivity of information efforts to which the individual may obtain assurances that confidential treatment will be exposed. If the Contractor is an individual, the Province may subject the Contractor to the screening requirements in this Schedule. Unless otherwise specified in this Agreement, the Contractor must ensure all Personnel complete any relevant information security training, at the Contractor’s expense, before they provide any Services, or receive or are given access accorded to any Protected Information or any system, device or secure facility of the Province, and thereafter at least annually. If not set out elsewhere in this Agreement, the Contractor (but not a Subcontractor) must provide in writing to the Province the contact such non-public information for the individual who will coordinate compliance by the Contractor and all Subcontractors and act as a direct contact for the Province on matters relating to this Schedule. The Contractor must ensure that the security requirements of those in its upstream and downstream supply chain are documented, followed, reviewed, and updated on an ongoing basis as applicable to this Agreementso disclosed.

Confidentiality Agreements. The Contractor must not permit any person the Contractor hires or uses to access or obtain any Protected Information unless that person is contractually bound to the Contractor in writing to keep Protected Information confidential on terms no less protective than the terms applicable to the Contractor under this AgreementOrder. The Contractor may only permit individual Personnel to have access to any Protected Information or other asset of the Province Purchaser (including to any system, network or device the Province Purchaser makes available to the Contractor) in relation to this AgreementOrder, if, after: verifying their identity and relevant education, professional qualifications and employment history; completing a criminal record check that is updated at least every five years; requiring Personnel to proactively disclose criminal offences to the Contractor unless prohibited by applicable law; performing any additional screening this Agreement Order or applicable law may require; and performing any additional background checks the Contractor considers appropriate, the Contractor is satisfied that the individual does not constitute an unreasonable security risk. If any criminal record check or proactive disclosure reveals a prior criminal offence or pending criminal matter, the Contractor must make a reasonable determination of whether the applicable person constitutes an unreasonable security risk, taking into consideration the duties of the individual and the type and sensitivity of information to which the individual may be exposed. If the Contractor is an individual, the Province Purchaser may subject the Contractor to the screening requirements in this Schedule. Unless otherwise specified in this AgreementOrder, the Contractor must ensure all Personnel complete any relevant information security training, at the Contractor’s expense, before they provide any Learning Delivery Services, or receive or are given access to any Protected Information or any system, device or secure facility of the ProvincePurchaser, and thereafter at least annually. If not set out elsewhere in this AgreementOrder, the Contractor (but not a Subcontractor) must provide in writing to the Province Purchaser the contact information for the individual who will coordinate compliance by the Contractor and all Subcontractors and act as a direct contact for the Province Purchaser on matters relating to this Schedule. The Contractor must ensure that the security requirements of those in its upstream and downstream supply chain are documented, followed, reviewed, and updated on an ongoing basis as applicable to this AgreementOrder.

Confidentiality Agreements. The Contractor must not permit any person the Contractor hires or uses to access or obtain any Protected Information unless that person is contractually bound to the Contractor in writing to keep Protected Information confidential on terms no less protective than the terms applicable to the Contractor under this AgreementOrder. The Contractor may only permit individual Personnel to have access to any Protected Information or other asset of the Province Purchaser (including to any system, network or device the Province Purchaser makes available to the Contractor) in relation to this AgreementOrder, if, after: verifying their identity and relevant education, professional qualifications and employment history; completing a criminal record check that is updated at least every five years; requiring Personnel to proactively disclose criminal offences to the Contractor unless prohibited by applicable law; performing any additional screening this Agreement Order or applicable law may require; and performing any additional background checks the Contractor considers appropriate, the Contractor is satisfied that the individual does not constitute an unreasonable security risk. If any criminal record check or proactive disclosure reveals a prior criminal offence or pending criminal matter, the Contractor must make a reasonable determination of whether the applicable person constitutes an unreasonable security risk, taking into consideration the duties of the individual and the type and sensitivity of information to which the individual may be exposed. If the Contractor is an individual, the Province Purchaser may subject the Contractor to the screening requirements in this Schedule. Unless otherwise specified in this AgreementOrder, the Contractor must ensure all Personnel complete any relevant information security training, at the Contractor’s expense, before they provide any ServicesPre-existing Learning Courses, or receive or are given access to any Protected Information or any system, device or secure facility of the ProvincePurchaser, and thereafter at least annually. If not set out elsewhere in this AgreementOrder, the Contractor (but not a Subcontractor) must provide in writing to the Province Purchaser the contact information for the individual who will coordinate compliance by the Contractor and all Subcontractors and act as a direct contact for the Province Purchaser on matters relating to this Schedule. The Contractor must ensure that the security requirements of those in its upstream and downstream supply chain are documented, followed, reviewed, and updated on an ongoing basis as applicable to this AgreementOrder.

Confidentiality Agreements. The Contractor must not permit any person the Contractor hires or uses to access or obtain any Protected Information unless that person is contractually bound to the Contractor in writing to keep Protected Information confidential on terms no less protective than the terms applicable to the Contractor under this AgreementOrder. The Contractor may only permit individual Personnel to have access to any Protected Information or other asset of the Province Purchaser (including to any system, network or device the Province Purchaser makes available to the Contractor) in relation to this AgreementOrder, if, after: verifying their identity and relevant education, professional qualifications and employment history; completing a criminal record check that is updated at least every five years; requiring Personnel to proactively disclose criminal offences to the Contractor unless prohibited by applicable law; performing any additional screening this Agreement Order or applicable law may require; and performing any additional background checks the Contractor considers appropriate, the Contractor is satisfied that the individual does not constitute an unreasonable security risk. If any criminal record check or proactive disclosure reveals a prior criminal offence or pending criminal matter, the Contractor must make a reasonable determination of whether the applicable person constitutes an unreasonable security risk, taking into consideration the duties of the individual and the type and sensitivity of information to which the individual may be exposed. If the Contractor is an individual, the Province Purchaser may subject the Contractor to the screening requirements in this Schedule. Unless otherwise specified in this AgreementOrder, the Contractor must ensure all Personnel complete any relevant information security training, at the Contractor’s expense, before they provide any Learning Development Services, or receive or are given access to any Protected Information or any system, device or secure facility of the ProvincePurchaser, and thereafter at least annually. If not set out elsewhere in this AgreementOrder, the Contractor (but not a Subcontractor) must provide in writing to the Province Purchaser the contact information for the individual who will coordinate compliance by the Contractor and all Subcontractors and act as a direct contact for the Province Purchaser on matters relating to this Schedule. The Contractor must ensure that the security requirements of those in its upstream and downstream supply chain are documented, followed, reviewed, and updated on an ongoing basis as applicable to this AgreementOrder.