Confidentiality and Data Privacy a. OUSD may share information with VENDOR pursuant to this AGREEMENT in order to further the purposes thereof. VENDOR and VENDOR INDIVIDUALS shall maintain the confidentiality of all information received in the course of performing the SERVICES, provided such information is (i) marked or identified as “confidential” or “privileged,” or (ii) reasonably understood to be confidential or privileged.
b. VENDOR understands that student data is confidential. VENDOR or VENDOR INDIVIDUALS may only access or receive identifiable student data, other than directory information, in connection with this AGREEMENT only after VENDOR and OUSD execute (i) a California Student Data Privacy Agreement (“CSDPA”) or CSDPA Exhibit E, if VENDOR is a software vendor, or (ii) the OUSD Data Sharing Agreement, if VENDOR is not a software vendor. Notwithstanding Paragraph 24 (Indemnification), should VENDOR or VENDOR INDIVIDUALS access or receive identifiable student data, other than directory information, without first executing such an agreement, VENDOR shall be solely liable for any and all claims or losses resulting from its access or receipt of such data.
c. All confidentiality requirements, including those set forth in the separate data sharing agreement, extend beyond the termination of this AGREEMENT.
Confidentiality and Data Privacy. Unless otherwise stated in writing, the Parties acknowledge that these GTC and any oral or written information exchanged between the Parties in connection with Supplier’s Services and any related business are regarded as confidential information. Customer shall maintain confidentiality of all such confidential information, and without obtaining the prior written consent of the Supplier Customer shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Customer’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, or orders of the court or other government authorities; or (c) is required to be disclosed by Customer to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this clause 9. Disclosure of any confidential information by the staff members or agencies hired by Customer shall be deemed disclosure of such confidential information by such the Customer, in which Customer shall be held liable for breach of these GTC. This clause shall survive the termination of these GTC for any reason.
Confidentiality and Data Privacy. 5.1. Except where this Agreement provides otherwise, You shall maintain in confidence all material and information, and keep private and secure any personal data, concerning or belonging to Candidates that is disclosed or transferred to You in written, oral, or digital form either by Candidates, by the Certification Authority, or by other Board Members, including without limitation Candidates’ Application Forms and Certification Packages, Candidates’ interviews, Peer Review Board discussions, and the Peer Review Board’s evaluation reports.
5.2. Material and information disclosed to You by a Candidate may be disclosed to the other Board Members evaluating that Candidate and may be disclosed to the Certification Authority.
5.3. Material and information disclosed to You by any Person concerning any Candidate’s application in the Certification Program must be kept confidential from all other Candidates.
5.4. Your obligations under this clause shall be limited to taking such steps as You ordinarily take to preserve, protect, and keep secure the most important of Your own confidential information and personal data but no less than a reasonable duty of care.
5.5. The obligations of non-disclosure and non-use set out in this Agreement shall not apply to any item of information which:
a) Is in the public domain at any time (but without prejudice to any Person's rights of action against another Person who wrongfully causes or permits such information to be in the public domain),
b) Was rightfully in the receiving Person's possession without obligation of confidence prior to its disclosure pursuant to this Agreement, or is subsequently independently developed by the receiving Person's employees having no access to the information disclosed hereunder,
c) Is subsequently rightfully obtained without obligation of confidence by the receiving Person from a source other than You as evidenced by written records,
d) Is required to be disclosed by order of any court of competent jurisdiction, PROVIDED that You shall acquire no right or interest under any license, patent, or otherwise by virtue of this Agreement.
Confidentiality and Data Privacy. The Investing Fiduciary and State Street expressly undertake to maintain the confidentiality of: (i} the portfolio holdings of each Fund as well as any index license fees, (ii) personal information processed in connection with this Agreement, which may include personally identifiable information subject to applicable privacy or data protection laws, and (iii) the parties' activities hereunder that are either designated as being confidential, or that, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (collectively the "Confidential Information"}; provided, however. that Confidential Information shall not include, if the Qualified Investor is a multiemployer plan (as defined in ERISA} subject to ERISA, any quarterly, semi-annual, or annual financial report (as determined under Section lOl(k) of ERISA} prepared for the Qualified Investor by State Street if all or any portion of such financial report is not marked or identified as "Proprietary Information." If the Investing Fiduciary or State Street is subject to disclosure obligations under the U.S. Freedom of Information Act or other applicable disclosure statute or regulation, either party may disclose the Confidential Information pursuant to the requirements of such law or regulation. The Investing Fiduciary and State Street put in place appropriate security measures to prevent the Confidential Information from being accidentally lost, used, altered, disclosed or accessed in an unauthorized way. Neither the Investing Fiduciary nor State Street shall disclose Confidential Information except: (i) to its employees, consultants, legal advisors, affiliates, third party service providers or auditors, which may be located outside of the United States, who have a need to know such Confidential Information; (ii) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that prior to such disclosure, the party in receipt of Confidential Information of the other party (the "Receiving Party") shall, so long as permitted by applicable law and regulation, provide the other party (the "Disclosing Party"} with written notice and shall comply with any protective order or equivalent; or (iii) in accordance with an audit or inquiry by a regulatory or self-regulatory agency, without prior notice to the Disclosing Party, provided that the Receiving Party shall obtain a confidentiality undertaking from...
Confidentiality and Data Privacy. 8.1 For the avoidance of doubt: (a) any information disclosed by one Party to the other Party pursuant to this Agreement (including through any audit or inspection conducted pursuant to this Agreement or during any meeting of the Joint Project Team, Joint Steering Committee, Joint Manufacturing Committee or the Joint Financial Committee) shall constitute information related to the subject matter of the License Agreement for the purposes of the definition of “Confidential Information” under the License Agreement, and the provisions in such definition and Section 8 of the License Agreement shall apply to such information accordingly; and (b) the Sanofi Co-Development Technology, Co-Development Background Technology of Sanofi, Regulatory Documentation filed by Sanofi or its Affiliate and Clinical Data shall constitute Sanofi’s Confidential Information (in respect of which Sanofi is the Disclosing Party and Biontech the Receiving Party) and the Biontech Co-Development Technology, CMC Technology and Co-Development Background Technology of Biontech shall constitute Biontech’s Confidential Information (in respect of which Biontech is the Disclosing Party and Sanofi the Receiving Party).
8.2 Notwithstanding any other term of this Agreement, neither Party shall, or shall be required to, transfer to the other Party, any personal data if either Party, acting reasonably, determines that such transfer or any subsequent processing of such personal data would not comply with any Applicable Laws relating to the transfer and processing of such personal data. Each Party shall ensure that any transfer and subsequent processing of such personal data by it under or in connection with this Agreement is lawful, and if required the Parties shall negotiate in good faith and seek to enter into such agreements as are reasonably required to ensure the same, including, where applicable, entering into the Standard Contractual Clauses published by the European Commission. For the purposes of this Section 8.2, “personal data” and “process” shall be construed in accordance with the EU General Data Protection Regulation 2016/679.
Confidentiality and Data Privacy. Section 1. The Parties are bound by strict non-disclosure of Confidential Information to third parties. The Parties guarantee that they shall comply with the physical, technical, and institutional protection of Confidential Information following the Data Privacy Act of 2012 (DPA) provisions.
Section 2. Disclosure of a party to officials and employees of all or parts of the Confidential Information shall be on a need-to-know basis. The Parties, including their officials, personnel, and agents involved in this Agreement, shall comply with and are properly oriented and trained with its legal obligations under the Data Privacy Act of 2012, including its implementing rules and regulations.
Section 3. Parties shall only use the information for the implementation of this Agreement and such other lawful purposes as authorized by law and by the DPA.
Confidentiality and Data Privacy. GAIA Insights and its business partners undertake to treat as confidential any operating and business secrets, as well as sensitive participant data, Human Resources information and any other matters concerning the Client with which GAIA Insights and its business partners are entrusted or become familiar in the course of providing Services. In particular, GAIA Insights and its business partners undertake:
(a) to use the information exclusively for the intended purpose;
(b) to make no commercial use of the information, unless this is done with the express prior consent of the Client;
(c) not to pass on the information to any third party; associates or business partners who are under obligations of secrecy not less strict than those set out herein will not be regarded as third parties. The above obligations do not apply to confidential information in respect of which GAIA Insights can show that it:
(d) was already properly and lawfully in the possession of GAIA Insights at the time it was obtained from the Client;
(e) has entered the public domain without violation of the secrecy obligations herein;
(f) was communicated to GAIA Insights by a third party who had not received it either directly or indirectly from the Client. GAIA Insights and its business partners shall treat all information which has been entrusted to them by the participants of interventions in connection with the agreed Services with confidentiality and shall not disclose any information to any employee of the Client, including the immediate line manager of participants as well as the HR responsible, or to any third party without the prior consent of the participant. Notwithstanding the foregoing, GAIA Insights, along with the participant, will periodically apprise the Client about the appropriateness of the intervention objective or progress observed. The Client acknowledges that GAIA Insights needs to keep on file data that is necessary and relevant for the implementation of their contractual agreement. The Client further agrees that GAIA Insights may share the terms of this agreement on a confidential basis with its associates, legal and financial advisors, insurers and other third parties who have a legitimate need to know about them. The Client also agrees that GAIA Insights and its business partners shall not be liable to the Client or to any third party claiming by or through the Client for any unauthorized disclosure or use of Company Confidential Information which occurs despite GA...
Confidentiality and Data Privacy a. OTC Markets Group acknowledges that it may obtain Subscriber’s Confidential Information, and Subscriber acknowledges that it may obtain OTC Markets Group’s Confidential Information. Each of OTC Markets Group and Subscriber hereby agree that all such Confidential Information, and any related confidential oral information, shall be deemed confidential upon disclosure to the recipient. The recipient shall (i) use such Confidential Information solely for use consistent with the purposes of this Agreement, (ii) hold such Confidential Information in confidence and (iii) not use, disclose, copy, or publish any such Confidential Information without the prior written approval of the other party except as otherwise set forth herein.
b. OTC Markets Group or the Subscriber each may disclose Confidential Information to each of their respective employees, directors, and other agents solely for use consistent with the purposes of this Agreement, provided that any such officer, employee or adviser shall be advised of the terms and provisions of this Agreement and shall be bound to keep such information confidential at the time any of them receive such Confidential Information. In the event that either party is required by legal, administrative or judicial process by an entity having jurisdiction over either of them to disclose any of their respective Confidential Information, the party from whom disclosure is sought shall provide the party seeking confidential treatment with prompt prior written notice of such requirement, unless prohibited by law, and shall cooperate with the party seeking confidential treatment, at such party's expense, so that such party may seek a protective order or other appropriate remedy to avoid disclosure and, if requested by such party, shall cooperate in lawfully resisting such disclosure. In the event that such protective order or other remedy is not obtained, or the party seeking confidential treatment informs the party from whom disclosure is sought that it will not seek such a protective order or other remedy, the party from whom disclosure is sought may disclose only that portion of the Confidential Information that it determines, based on the advice of counsel, is legally required to be disclosed, and shall make all reasonable best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Nothing contained in this Agreement shall prevent OTC Markets Group from using findings from audits c...
Confidentiality and Data Privacy. (a) A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain.
(b) The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Service Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Service Agreement. The Receiving Party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
(c) The collection, storage, deletion and use of personal data from Buyer and its employees takes place in full compliance with the relevant data protection regulations according to the Privacy Policy of Videojet. Further information on data processing, data security and data protection also be found in the Privacy Policy.
Confidentiality and Data Privacy. 10.1 Velvet Voice shall endeavour to keep Customer information confidential and shall not disclose any Personal Information to any other person except as required by law.
10.2 The Customer grants Velvet Voice the right to disclose Personal Information to its affiliates for the purposes of providing the Service(s).
10.3 Velvet Voice shall strictly comply with any applicable laws, regulation or code relating to data protection in Botswana.
10.4 Velvet Voice shall not, at any time copy, compile, collect, collate, process, mine, store, transfer, alter, delete, interfere with or in any other manner use Data for any purpose other than providing the Services to the Customer other than with the express prior written consent of the Customer.
10.5 The Customer shall be responsible for complying with any data protection laws and regulations.
10.6 The Parties record that all Data, in whatever form, is the Customer’s Intellectual Property. Accordingly, the Customer retains all right, title and interest in and to the Data.
