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. A. Recipient will: (i) not use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties and/or to fulfill its obligations under this Agreement; (ii) use at least the same degree of care as Recipient uses to protect its own confidential information from unauthorized use, access or disclosure, but in no event less than a reasonable degree of care; (iii) limit disclosure of Confidential Information to those persons within Recipient’s organization who have a need to know and who have previously agreed in writing, prior to the receipt of Confidential Information, to be bound by confidentiality obligations similar to those set forth in this Agreement; (iv) not disclose any Confidential Information to third parties without Discloser’s prior written consent; (v) not copy, reverse engineer, disassemble, create any works from, or decompile any prototypes, software or other tangible objects which embody Discloser’s Confidential Information; and (vi) comply with, and obtain all required authorizations arising from, all U.S. and other applicable export control laws or regulations. Any reproduction of Confidential Information requires Discloser’s prior written consent and will remain the property of Discloser. Any reproductions will contain any and all notices of confidentiality contained on the original Confidential Information.
B. The foregoing confidentiality obligations will not apply to information that Recipient can demonstrate: (i) is publicly known and made generally available through no improper action or inaction of Recipient; (ii) was already in the possession of, or known by Recipient prior to the time of disclosure by Discloser through no fault or breach of this Agreement by Recipient; (iii) was rightfully obtained by, or disclosed to, Recipient from a third party without any obligation to maintain the Confidential Information as proprietary or confidential; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent such disclosure is required to comply with applicable law or a valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction including the Freedom of Information Act, 5 USC 552, provided that Recipient (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies Disclo...
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. 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. 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. 16.1. CHDR and Client are considered joint controllers for the processing of Personal Data and will both handle all Personal Data in accordance with the Data Protection Law.
16.2. CHDR and Client will fully cooperate with each other as joint controllers and shall take the necessary measures in order to comply with the Data Protection Law, such cooperation shall duly reflect the respective roles and relationships of the joint controllers vis-à-vis the Clinical Trial Subjects as data subjects, in particular as regards the exercising of the rights of these data subjects and the joint controllers' respective duties to provide the information referred to in Articles 13 and 14 of the GDPR. Each Party shall maintain a record of processing activities under its responsibility.
16.3. Both CHDR and Client shall implement appropriate technical and organizational measures to meet the requirements of the Data Protect Law.
16.4. If CHDR or Client becomes aware of any Personal Data Breach, that Party discovering such breach shall promptly notify the other Party. In such a case CHDR and Client will fully cooperate with each other to timely fulfil their notification obligations under Data Protection Law.
16.5. CHDR is responsible for obtaining the consent from Clinical Trial Subjects as required by Data Protection Law in order to process their Personal Data.
16.6. If applicable, when Client is established outside the European Union (EU), Client will appoint a representative in the EU in order to fulfil its duties under the GDPR.
16.7. The Client shall ensure that any person acting under its authority, including a processor, processes the Personal Data only on Client's instructions. Both CHDR and Client will inform one another about the engagement of a processor for any processing of Personal Data on behalf of or for CHDR or Client (as the case may be) at least 2 weeks before that engagement. In addition, the Parties will provide information about the name, country of establishment, contact details and the processing activities which such processor will perform.
16.8. The Parties agree to comply with to their obligations under this Article 16 and adhere to the principles of medical confidentiality in relation to Clinical Trial Subjects.
16.9. Client acknowledges that Clinical Trial Subjects - and/or their legal representatives on their behalf - may withdraw or change their initial informed consent. CHDR shall promptly notify Client of any withdrawal of or changes in the info...
Confidentiality and Data Privacy. The District and the University are bound by confidentiality and data privacy policies.
i. With reference to the Family Educational Rights and Privacy Act (FERPA), the University acknowledges that the District has outsourced to it institutional functions in connection with the University’s accredited education credential and certificate programs, and that the University provides institutional services or functions to which the District would otherwise assign District employees; and that University agents, personnel, employees, subcontractors, and students placed within the District for practica or other fieldwork experience, working within University programs and thereby placed at District sites are under the direct control of the District, its policies and guidelines, with respect to use and maintenance of education records of District students; and that University agents, personnel, employees, subcontractors, and students placed within the District for practica or other fieldwork experience are subject to the requirements of §99.31
(a) governing the use and redisclosure of personally identifiable information, including persistent unique identifiers, from education records (34 C.F.R. §99.31(a)(1)(i)(B).
ii. The University is prohibited from using or selling District data for any reason outside the purposes of this Agreement.
iii. The University acknowledges that any data transmitted to or otherwise accessed by its agents, personnel, employees, subcontractors, and students placed within the District for practica or other fieldwork experience is and remains the property of the District, including any modifications or additions or any portion thereof from any source. Any correction of District student records held by the University shall also remain the prerogative of the District at any time.
iv. In the case of a third-party request to the University for District student data, the University shall redirect the third party to request the data directly from the District. In the case of a compelled request, by reason of law or jurisdiction, the University shall notify the District in advance of the compelled disclosure.
v. The University shall enter into written agreements with any Subprocessors performing functions pursuant to this Agreement, whereby Subprocessors agree to protect District in manners consistent with terms of this Agreement.
vi. The University agrees not to re-identify or de-identify District data to any party and, moreover, not to transfer su...
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. 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...