Confidentiality and Access Sample Clauses

Confidentiality and Access. The official personnel file shall be confidential and shall be available for inspection only to other authorized persons. With the exception of those responsible for maintaining the official personnel file, the district shall keep a log of the names of the persons who have examined the file or who have requested information contained in the file as well as the date such examinations or requests were made. Such log shall be available for examination by the bargaining unit member or his/her representative if authorized in writing by the member.
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Confidentiality and Access. (a) Royal Seal Holding Co., Limited (“RSHCL”) hereby acknowledges and agrees that the Company and the Board may (a) withhold from the Preferred C Director (as defined in the Charter) all or any portion of any notices, minutes, meeting materials consents, and other materials that are sent to the other members of the Board and/or any committee thereof, (b) exclude the Preferred C Director from all or any portion of any meeting of the Board or any committee thereof, (c) redact or remove from the information or materials to be delivered to RSHCL pursuant to Section 3.1 and (d) limit the visitation rights of RSHCL described in Section 3.3 in each case, to the extent that the Board (excluding the Preferred C Director) makes a good faith reasonable determination that such withholding or exclusion is (x) necessary or prudent in order to preserve the attorney-client privilege, (y) necessary or prudent in order to protect the confidential information or trade secrets of the Company, and/or (z) necessary or prudent in order to prevent any actual or potential conflict of interest involving the Preferred C Director from arising or to prevent any actual or potential claim that failure to so withhold and/or exclude gave rise to an actual or potential conflict of interest involving the Preferred C Director. In each case, if and to the extent reasonably practicable, the Board will provide RSHCL with advance notice of such withholding, redaction or exclusion (it being understood and acknowledged that failure to provide such notice will not in any way limit the Company’s or the Board’s ability to effect such withholding, redaction or exclusion). (b) RSHCL hereby agrees to cause the Preferred C Director to hold in confidence and not use or disclose any information provided to or learned by the Preferred C Director in his or her capacity as a member of the Board (other than for the management of RSHCL’s investment in the Company) and RSHCL shall be primarily responsible for any failure by the Preferred C Director to comply with this obligation. If any personnel of RSHCL acquires any such information, then RSHCL shall cause such personnel to abide by the terms and conditions of those certain agreements, each dated as of November 1, 2013, between the Company and RSHCL . RSHCL shall liable for any breach of any term of this Section 3.7 by any of its Affiliates and any of their respective directors, officers, employees, advisors and agents.
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Confidentiality and Access. 19.3.1.1. Personnel files shall be kept by the Academic Xxxx in a secure location. 19.3.1.2. File contents may be viewed only by the Principal, the Academic Xxxx, the Director of Human Resources, and the faculty member. 19.3.1.3. Except as herein provided, no document contained in a faculty member’s personnel file shall be released or made available directly or indirectly to any other person or institution beyond Brescia administration or its professional advisors without the express written consent of the faculty member, as required by law, or as ancillary to a formal disciplinary procedure. 19.3.1.4. The Academic Xxxx may review a faculty member’s personnel file prior to decisions relating to tenure, promotion, and leave applications. If there are documents in the personnel file relevant to the request, the documents will be made available to the members of the appropriate committee; faculty members will be told which documents will be viewed by the committee. The faculty member may not demand exclusion of a document, except as provided for herein, but may provide additional explanatory information to the committee. The information will be considered confidential and committee members will be reminded of their responsibilities in dealing with confidential documents. 19.3.1.5. A faculty member shall have the right to examine his/her personnel file after giving reasonable notice of his/her desire to do so and under conditions which ensure the security of the file. Members may request that the Academic Xxxx provide one (1) copy of their personnel file, excluding confidential material according to the provisions of this Collective Agreement. An inventory of all confidential material in the personnel file, certified by the Academic Xxxx, xxxx be provided to the Member if requested; such inventory shall identify all confidential documents by date and general subject matter only, and only so long as the author’s identity cannot be inferred. Such requests will normally be filled within ten (10) working days, at no charge to the Member. If for whatever reason the Academic Xxxx is unable to fill such request within 10 working days, the member will be notified of this, including the date by which the request will be filled. One (1) copy of additions made subsequent to the initial copying may be requested under the same conditions and terms. Requests for additional copies will be filled at the convenience of the Academic Xxxx. The Faculty Member will be charged for ...
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Confidentiality and Access. 3.1. I understand that access to the Online Service shall be via the Internet and/or telecommunications networks, and agree that I solely shall be responsible for:- a) the confidentiality and the use of any User ID, sign-on password, trading password and personal identification number (“PIN”) assigned to me (or an authorised person in the case of a company). b) all orders entered through and under my User ID, sign-on password, trading password and PIN and/or that any orders so received by AIBB shall be deemed to have been received from me.
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Confidentiality and Access. 11.1 Contractor shall not disclose to any other person, firm, corporation or entity (other than to KDHE or its designees), or use for its own benefit, except as provided in this contract, any data it receives from KDHE. Contractor shall return any and all data furnished by KDHE promptly at the request of KDHE in whatever form it is maintained by Contractor. On the termination of this contract, Contractor will not use any of such data or any material derived from the data for any purpose and, where so instructed by KDHE will destroy or render it unreadable. In the event Contractor discloses any of KDHE’s proprietary and/or personally identifiable information, KDHE may immediately terminate the contract. The restrictions and obligations contained herein shall continue in perpetuity from the date of this contract unless KDHE releases the Contractor in writing. Upon completion, termination or expiration of the contract, or at the request of KDHE, Contractor shall promptly return all media supplied by KDHE, accompanied by a letter which certifies all private and/or confidential WIC data and software supplied by KDHE have been removed from all Contractor’s equipment, files and backup. Contractor shall identify and request instructions from KDHE for destroying or rendering unreadable all WIC data, software or any material derived from the same, which the Contractor has in its possession. 11.2 Contractor shall accept full responsibility for providing adequate supervision and training to its representatives, including employees, agents and subcontractors, for ensuring compliance with the confidentiality and access provisions of the contract, including but not limited to: 11.2.1 Abiding with the confidentiality and access provisions of the contract; and, 11.2.2 Protecting KDHE’s WIC System, including the WIC data, software and equipment from unauthorized activities, including but not limited to disclosure, modification, deletion or inappropriate use. 11.2.3 Civil action may be brought against Contractor and/or its representatives, including employees, agents and subcontractors as authorized by law if personally identifiable information, including but not limited to records, dates, etc., have been used or released for any purpose not permitted or required under this contract or Kansas law. 11.3 Contractor shall terminate access to KDHE’s WIC System, including the WIC data, software, and equipment by any of its representatives, including employees and agents, for inap...
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Confidentiality and Access. ACN, Chapter, and Presenter acknowledge and agree that the Applied Software and related documentation and information constitute and/or contain valuable trade secrets and other confidential and proprietary information owned by APPLIED or its licensors, and that unauthorized use or disclosure of the Applied Software or related information is prohibited and may be illegal. ACN, Chapter, and Presenter further acknowledge and agree that this Agreement does not authorize any party to use or disclose the Applied Software or related information other than as prescribed in this Agreement without the prior written consent of APPLIED. No party shall not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear in or on any Applied Software or related information nor allow another to do so. ACN, Chapter, and Presenter will treat the Applied Software and related information in the same manner each treats its own confidential and proprietary information, but not less than is necessary under the circumstances to maintain the confidentiality of the Applied Software and related information. ACN, Chapter, and Presenter shall disclose the Applied Software or related information only to those of their Employees with a need to know and who are contractually obligated under terms no less restrictive than those in this Agreement to keep the Applied Software and related confidential, and not to use the Applied Software and related information through any unauthorized means or for any unauthorized purpose. ACN, Chapter, and Presenter shall be strictly liable for any violation of the confidentiality obligations in this Agreement by their respective Employees. This Section shall survive termination or cancellation of this Agreement.
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Confidentiality and Access. Following the Closing, the Shareholders will, and will cause their respective controlled Affiliates to, hold in strict confidence, and will not use other than in the conduct of the business of Parent or Purchaser or any of their Affiliates (including the Company), all information concerning the businesses and affairs of the Company that is not generally available to the public. Notwithstanding the foregoing, (i) any Shareholder may disclose such information (A) if the same currently is in the public domain or hereafter is in the public domain other than as a result of a breach of this Section 4.4 by such Shareholder or (B) if the same is later acquired by such Shareholder from another source and such Shareholder did not know that such source is under a contractual, legal or fiduciary obligation to another Person to keep such information confidential and (ii) a Shareholder may disclose such of the foregoing information as is required by law (including by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process), or in connection with his or her preparation of Tax Returns or in response to Tax audits or similar proceedings, so long as (x) such Shareholder provides Parent or Purchaser with prompt written notice of any disclosure (unless such information is disclosed solely by virtue of including such information in a Tax Return) so that Parent or Purchaser or the Company may seek a protective order or other appropriate remedy or (y) with respect to any disclosure in connection with his preparation of tax returns or in response to non-public tax audit proceedings, such disclosure is made on a confidential basis. Each Shareholder acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 4.4 and that in addition to any other remedies available to Parent or Purchaser, Parent or Purchaser will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 4.4 without any requirement that Parent or Purchaser post a bond.
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Related to Confidentiality and Access

  • Confidentiality Statement All persons that will be working with PHI COUNTY 21 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 22 COUNTY must sign a confidentiality statement that includes, at a minimum, General Use, Security and 23 Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the 24 workforce member prior to access to such PHI. The statement must be renewed annually. The 25 CONTRACTOR shall retain each person’s written confidentiality statement for COUNTY inspection 26 for a period of six (6) years following the termination of the Agreement.

  • Confidentiality and Proprietary Information 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

  • Confidentiality and Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b) Contractor shall advise the District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise the District and as a result of the use of any programs or materials developed by Contractor under this Contract the District should be found in violation of any copyright restrictions or requirements, or the District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder. c) Notwithstanding the above requirements, to the extent any records or documents associated with the Contractor’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.

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