Common use of Confidentiality and Security Clause in Contracts

Confidentiality and Security. (A) AAML and AAMAL agree that in the course of their dealing in accordance with the terms of the Agreements, they may give each other access to confidential or proprietary information (collectively, "Confidential Information"). Confidential Information may include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information relating to the pricing, methods, processes, lists, research development or related information to which a party may gain access to in connection with the Agreements; (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements for any purpose other than for the performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who (a) need to know such Confidential Information for the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information to any third party orally or in writing. (C) The non-disclosure obligations set out herein shall not apply to information which (a) is or becomes publicly available through no fault of the Receiving Party; (b) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party from a third party not known to the Receiving Party to be under duties of confidentiality in respect of such information; (c) is independently developed by the Receiving Party without reference or reliance on Confidential Information; or (d) is required by law, regulation, or by order or request of regulatory, judicial or governmental authority, provided that the Receiving Party shall, to the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required to be disclosed and take all reasonable steps to preserve the confidentiality of the Confidential Information. (D) Each party agrees to use the same standard of care it uses to protect its own Confidential Information, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirements. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such event, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be available. (F) Upon the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policies. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 3 contracts

Samples: Agreement on Implementing the Guidelines on Outsourcing (Aberdeen Asia-Pacific Income Fund Inc), Agreement on Implementing the Guidelines on Outsourcing (Aberdeen Australia Equity Fund Inc), Investment Advisory Agreement (Aberdeen Global Income Fund Inc)

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Confidentiality and Security. (A) AAML and AAMAL agree that in the course of their dealing in accordance with the terms of the Agreements, they may give each other access to confidential or proprietary information (collectively, "Confidential Information"). Confidential Information may include but is not limited to (i) proprietary and confidential matters concerning security arrangementsUnless a specific Confidentiality Agreement applies to this Order, financial information, technical data and any information relating this Condition 17 shall apply. a) Proprietary Information supplied by a Party to the pricingother Party shall be treated by the receiving Party as confidential, methods, processes, lists, research development or related information to which a party may gain access to in connection with the Agreements; (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will shall not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements be used for any purpose other than for the receiving Party’s performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") Order, shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or not be disclosed to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian personnel within its own organization who (a) do not have a need to know receive such Confidential Proprietary Information for the purpose of the activities contemplated performance of the Order, and shall not be disclosed to any third party except with the prior written approval of the disclosing Party. The hereabove defined confidentiality obligations shall apply from the date of receipt of Proprietary Information and until the end of a period of ten (10) years following expiration or termination of the Order. b) The protection to be accorded to Proprietary Information hereunder does not and shall not extend to any information which can be proved by the Agreements and (breceiving Party upon request by the disclosing Party: 1) are under non-at the time of disclosure obligations at least as protective was, or thereafter became, part of the Confidential public domain otherwise than through the fault or negligence of the receiving Party; or 2) was lawfully obtained by the receiving Party from a third party with full rights of disclosure; or 3) was already known to the receiving Party at the date of receipt of the Proprietary Information as those set out herein. The Receiving pursuant to this Order; or 4) has become known independently to the receiving Party without making use of the Proprietary Information of the disclosing Party. c) Notwithstanding any provisions of this Order: 1) transfer of Classified Information by the disclosing Party to the receiving Party shall be responsible made in compliance with the restriction and procedures imposed by the disclosing Party’s national Government and by the Government having the jurisdiction over their originator; 2) the receiving Party undertakes to follow such security procedures as are notified to it by the disclosing Party as having been prescribed by or on behalf of its national Government with respect to disclosure, receipt, protection, use and handling of Classified Information received from the disclosing Party; 3) any Classified Information shall whatever the method of disclosure be identified by the disclosing Party as Classified Information at the time of disclosure. d) In case of termination or expiration of time of this Order, the receiving Party shall retain no Proprietary Information and shall promptly destroy the Proprietary Information unless the disclosing Party requests that such Proprietary Information be returned to the disclosing Party. In case of destruction, the receiving Party shall certify in writing such disposal. e) The provisions of this clause 17 (i) shall be effective notwithstanding any termination by expiration of time or otherwise of this Order. (ii) The Supplier shall not disclose the Customer's name, the name of the End User, the name of any project or programme, the existence of the Order or any other IP acquired through his dealings with the Customer for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, reason whatsoever including for publicity or marketing purposes without the prior written consent of the other party, disclose any Confidential Customer. These information shall be considered as Proprietary Information and as such subject to any third party orally or in writingthe hereabove obligations. (Ciii) The non-disclosure obligations set out herein shall not apply to information which (a) is or becomes publicly available through no fault In the conduct of the Receiving Party; Supplier's dealings with the Customer, neither the Customer nor the Supplier shall remove from the other's premises any items including (bwithout limitation) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party from a third party not known to the Receiving Party to be under duties of confidentiality in respect of such information; (c) is independently developed by the Receiving Party without reference or reliance on Confidential Information; or (d) is required by lawdrawings, regulationspecifications, documents, or by order or request of regulatorydata without the other's prior written consent, judicial or governmental authority, provided that the Receiving Party shall, subject always to the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required to be disclosed and take all reasonable steps to preserve the confidentiality of the Confidential InformationCondition 17(i) above. (Div) Each party agrees The sites of a Party to use which the same standard of care it uses to protect its own Confidential Information, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML other Party may have access during his performance of the Order may be subject to take in order to satisfy AAMAL's new confidentiality and national security requirements. (Ev) The Receiving No employee of either Party shall notify the Disclosing Party promptly of any actual try to access or suspected breaches of security use a computer or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such event, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be available. (F) Upon the termination or expiration network of the Agreements or upon request from the Disclosing Party, the Receiving other Party shall and shall procure that without its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policiesformal authorization. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 2 contracts

Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase

Confidentiality and Security. (Aa) AAML Company shall use reasonable best efforts to prevent any unauthorized copying of the NuTech Titles, and AAMAL agree Other Materials, including without limitation, by implementation of the Security Solution. If Company becomes aware of any infringement or misuse of Titles or Other Materials, it shall promptly notify NuTech and fully cooperate with NuTech to remedy same, at Company's expense. An End User may only download Titles when such End User is logged onto his or her account, using a unique user name and password. Company agrees that in the course any digital computer file copy of their dealing in accordance with Titles or Other Materials shall (i) reside only on a network server, workstation or equivalent device owned or controlled by Company and (ii) be encrypted. Company shall restrict access to all physical or tangible copies of Titles or Other Materials solely to essential personnel who are informed of and accept the terms of this Agreement and shall store such items or any hardware or media embodying them in a secure location. If any security breaches occur in connection with this Agreement, the Agreements, they may give parties shall promptly consult with each other access and all applicable third parties and shall cooperate in all appropriate remedial actions. If a security breach that is system-wide, material or otherwise adverse to NuTech occurs, NuTech may suspend Company's rights under Section 2(a) until cure is affected. (b) Each party shall not disclose any non-public, confidential or proprietary information of the other party (collectivelyincluding the terms of this Agreement and any confidential information concerning the other party's business, finances, plans, customers, technology and products) that it learns in connection with this Agreement ("Confidential Information")) to anyone other than ------------------------ its employees (or professional advisors bound by confidentiality obligations) who need to know same to perform hereunder or as may be necessary to support third party royalty or audit obligations. Neither party shall use the other party's Confidential Information, except as required to perform hereunder. Confidential Information may include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information relating to the pricing, methods, processes, lists, research development or related information to which a party may gain access to in connection with the Agreements; (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements for any purpose other than for the performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who (a) need to know such Confidential Information for the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information to any third party orally or in writing. (C) The non-disclosure obligations set out herein shall not apply to include any information which (ai) is or becomes publicly available through no fault of the Receiving Party; (b) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party known other than from a third party not known to the Receiving Party to be under duties breach of confidentiality in respect of such information; this Agreement, (cii) is independently developed or obtained by the Receiving Party without reference or reliance on Confidential Informationreceiving party from another legitimate source; or (diii) is required to be disclosed by law, regulation, court order, legal process, or by order or request rules of regulatory, judicial or governmental authorityany nationally recognized stock exchange, provided that the Receiving Party shall, receiving party shall promptly inform the disclosing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment. Neither party shall make or issue any public statement or press release regarding this Agreement or its subject matter without the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required to be disclosed and take all reasonable steps to preserve the confidentiality prior written approval of the Confidential Informationother party. (D) Each party agrees to use the same standard of care it uses to protect its own Confidential Information, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirements. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such event, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be available. (F) Upon the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policies. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 1 contract

Samples: Video Licensing Agreement (Nutech Digital Inc)

Confidentiality and Security. (Aa) AAML Vendor shall use reasonable best efforts to prevent any unauthorized copying of the Warner Content, Other Materials or any eMaster, including without limitation, by implementation of the policies and AAMAL agree that procedures set forth in the course White Paper. If Vendor becomes aware of their dealing any infringement or misuse of Warner Content or Other Materials, it shall promptly notify Warner and fully cooperate with Warner to remedy same, at Vendor’s expense. An End User may only download eMasters when such End User is logged onto his or her Online Store account, using a unique user name and password. Vendor agrees that any digital computer file copy of eMasters, Warner Content or Other Materials shall: (i) reside only on Vendor’s Servers; and (ii) be encrypted (or otherwise stored in accordance with a secure manner that is equivalent to the protections afforded by encryption). Vendor shall restrict access to all copies of Warner Content, Other Materials or eMasters solely to essential personnel who are informed of and accept the terms of this Agreement and shall store such items or any hardware or media embodying them in a secure location. If any security breaches occur in connection with this Agreement, the Agreements, they may give parties shall promptly consult with each other access and all applicable third parties and shall cooperate in all appropriate remedial actions. If a security breach that is system-wide, material or otherwise adverse to Warner occurs, Warner may suspend Vendor’s rights under Section 2(a) until such breach is remedied. Vendor shall not through its business practices or otherwise take any action that would compromise the policies and procedures set forth in the White Paper, or the Warner Content, Other Materials or eMasters distributed hereunder. (b) Neither party shall disclose any non-public, confidential or proprietary information of the other party (collectivelyincluding the terms of this Agreement and any confidential information concerning the other party’s business, "finances, plans, customers, technology and products) that it learns in connection with this Agreement (“Confidential Information"”) to anyone other than its employees (or Authorized Contractors or professional advisors) bound by confidentiality obligations who need to know same to perform hereunder or as may be necessary to support third party reporting, royalty or audit obligations (e.g., imposed by Warner artists, publishers or otherwise). Neither party shall use the other party’s Confidential Information, except (i) as required to perform hereunder, or (ii) as explicitly permitted hereunder. Confidential Information may shall not include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information relating to the pricing, methods, processes, lists, research development or related information to which a party may gain access to in connection with the Agreements; that (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements for any purpose other than for the performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who (a) need to know such Confidential Information for the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information to any third party orally or in writing. (C) The non-disclosure obligations set out herein shall not apply to information which (aA) is or becomes publicly available through no fault of the Receiving Party; (b) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party known other than from a third party not known to the Receiving Party to be under duties breach of confidentiality in respect of such information; this Agreement, (cB) is independently developed or obtained by the Receiving Party without reference or reliance on Confidential Information; receiving party from another legitimate source or (dC) is required to be disclosed by law, regulation, Law or by order or request the rules of regulatory, judicial or governmental authorityany nationally recognized stock exchange, provided that the Receiving Party shallreceiving party shall promptly inform the disclosing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment. Neither party shall make or issue any public statement or press release regarding this Agreement or its subject matter without the prior written approval of the other party. (c) For purposes of this Agreement, “Warner Information” means information collected by or on behalf of Vendor in connection with or otherwise concerning Warner Content or Warner artists (whether or not such information personally identifies any End User(s)), including without limitation any End User Data. If Vendor, an affiliate of Vendor, an Authorized Contractor or any Approved Account wishes to disclose Warner Information to or use Warner Information for the benefit of any third party (including without limitation any affiliate of Vendor), or commercially exploit the Warner Information, Vendor must seek Warner’s prior written approval, which Warner may provide or withhold in its sole discretion. In the event that any such use or disclosure is approved by Warner, Vendor shall provide to Warner at no charge any copy of Warner Information provided to third parties or otherwise used by Vendor, to the extent legally permitted, provide prompt notice that such Warner Information has not already been provided to the Disclosing Party Warner hereunder. End User Data and Warner Information shall disclose only that portion of Confidential Information which is legally required be deemed solely to be disclosed and take all reasonable steps to preserve the confidentiality of the Warner’s Confidential Information. (D) Each party agrees to use the same standard of care it uses to protect its own Confidential Information, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirements. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such event, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be available. (F) Upon the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policies. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 1 contract

Samples: Mp3 Download Aggregator Agreement (Liquid Spins, Inc.)

Confidentiality and Security. (A) AAML and AAMAL agree that 15.1 The Authority will treat as confidential all information provided to it in the course of their dealing in accordance with Tender. 15.2 All Information provided to the terms Contractor by or on behalf of the Agreements, they may give each other access Authority under this Agreement shall be treated as confidential by the Contractor. In clause 13 this information is referred to confidential or proprietary information (collectively, "as “Confidential Information"). ”. 15.3 The Contractor agrees that the Contractor or its employees, agents, directors, partners, shareholders or consultants shall not disclose to any person, any Confidential Information may include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information or documentation relating to the pricing, methods, processes, lists, research development Authority or related information the affairs of others which may have come to which its or their knowledge as a party may gain result of this Agreement or performance of the Project Services and shall take all necessary precautions to prevent unauthorised access to in connection such information or documentation. 15.4 All Confidential Information shall remain the property of the Authority and shall (where possible) be returned to the Authority’s Representative at completion of the Project Services or upon the expiration or termination of this Agreement. 15.5 The Confidential Information supplied to the Contractor under this Agreement shall be used only for the provision of the Project Services or as directed by the Authority’s Representative and shall not be used for any other purpose. 15.6 The Contractor shall not divulge any information regarding the nature or progress of the Project Services or give any publicity concerning the Project Services except with the Agreements; (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements for any purpose other than for the performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who (a) need to know such Confidential Information for the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information Authority’s Representative. 15.7 The Contractor acknowledges that the Authority shall be entitled (in addition to any third party orally entitlement to damages) to an injunction or in writing. (C) The non-disclosure obligations set out herein shall not apply other equitable relief with respect to information which (a) is or becomes publicly available through no fault of the Receiving Party; (b) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party from a third party not known to the Receiving Party to be under duties of confidentiality in respect of such information; (c) is independently developed by the Receiving Party without reference or reliance on Confidential Information; or (d) is required by law, regulation, or by order or request of regulatory, judicial or governmental authority, provided that the Receiving Party shall, to the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required to be disclosed and take all reasonable steps to preserve the confidentiality of the Confidential Information. (D) Each party agrees to use the same standard of care it uses to protect its own Confidential Information, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirements. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party Contractor of its covenants this clause 13 and agreements set out herein may cause irreparable injury without the need on the part of the Authority to prove any special damage. 15.8 The Contractor shall require all of the Contractor’s Staff or any other person to whom Confidential Information shall be disclosed to execute a Deed of Confidentiality in or to the Disclosing Party for which monetary damages may not constitute an adequate remedyform of Schedule 4 at the cost of the Contractor. In such event, the parties agree that the Disclosing Party Such Deeds of Confidentiality shall be entitled made available to seek injunctive relief in addition to any the Authority at the request of the Authority’s Representative or other remedies that may be availableauthorised representative of the Authority. (F) Upon 15.9 The Contractor’s and the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party Authority’s obligations under this clause 15 shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicablenot extend to: (a) return or destroy all copies information already in the public domain other than due to a breach of Confidential Information held by it or which is under its controlthis Agreement; andor (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be disclosure required under applicable laws and regulations or its internal document retention policiesby law. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 1 contract

Samples: Consultancy Agreement

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Confidentiality and Security. (A) AAML The Service Provider shall at all times maintain and AAMAL agree that keep secret and confidential any knowhow, figures, information, trade secrets, data or confidential documents in written/verbal form, obtained during the course of their dealing business relationship with Company which Service Provider has or may acquire from time to time relating to business of Company, to any person(s)/authority/organization /statutory body without written permission of Company. The Service Provider further agrees to take such steps and precautions as may be necessary to preserve and protect any Proprietary Information from publication, reproduction, communication or other unauthorized disclosure to the third parties. The terms of this clause shall survive termination of this Agreement. The obligations shall not apply to information which: a) Is or becomes publicly available other than through a breach of this Agreement or is unlawfully appropriated; b) Is already in accordance possession of other party without any breach of this Agreement; c) Is obtained by the other party from a third party without any breach of this Agreement; d) Is required to be produced before a judicial authority and only where Service Provider is compelled to do so by such an authority, provided that the said authority (or individual representing such authority) has the authority, under by law in force, to compel such disclosure. Notwithstanding the foregoing, before making any use or disclosure on any of the foregoing exceptions, Service Provider shall intimate the Company as soon as practicable the applicable exception(s) and circumstances giving rise thereto. Without prejudice to any existing contractual arrangements between the Parties, the Service Provider shall treat all personal data of Company as strictly confidential and it shall inform all its employees, agents and/or approved sub-processors engaged in processing the personal data of the Company of the confidential nature of the personal data. The Service Provider shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality. The Service Provider shall implement appropriate technical and organizational measures to ensure a level of security of the processing of personal data appropriate to the risk. These measures shall include as appropriate: (a) Measures to ensure that the personal data can be accessed only by authorized personnel for the defined purposes and as per the Scope as agreed in Service Agreement signed between the parties (b) The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident (c) A process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of personal data (d) Measures to identify vulnerabilities regarding processing of personal data in systems which are used to provide services to Company At the request of Company, the Service Provider, shall demonstrate the measures it has taken pursuant and shall allow Company to audit and test such measures. The Service Provider shall cooperate with such audits carried out by or on behalf of Company and shall grant Company’s auditors’ reasonable access to any premises and devices involved with the terms Processing of the Agreements, they may give each other personal data. The Service Provider shall provide Company and/or Company’s auditors with access to confidential or proprietary information (collectively, "Confidential Information"). Confidential Information may include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information relating to the pricingProcessing of the Personal data as may be reasonably required by Company to ascertain the Service Provider’s compliance with this Agreements. The Service Provider shall retain the personal data in line with Company’s retention policy. Upon termination of this Agreements, methodsupon Company’s written request, processesor upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, liststhe Service Provider shall, research development at the discretion of Company, either delete, destroy or related information return all personal data to which a party may gain access to in connection with the Agreements; Company and destroy or return any existing copies. The Service Provider shall immediately notify Company of any (iiplanned) information belonging to the customers permanent or temporary transfers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging personal data to a party's vendors or other suppliers country outside of servicesIndia and shall only perform such a (planned) transfer after obtaining authorization from Company, which may be refused at its own discretion. Each party agrees When the Service Provider becomes aware of an incident that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with impacts the Agreements for any purpose other than for the performance processing of its obligations personal data that is under the Agreements. (B) The parties may disclose purview of services agreement, it shall notify Company about the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") incident within 72 hours, shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employeesat all times cooperate with Company, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who (a) need to know such Confidential Information for the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information to any third party orally or in writing. (C) The non-disclosure obligations set out herein shall not apply to information which (a) is or becomes publicly available through no fault of the Receiving Party; (b) is or becomes in the Receiving Party's possession prior to disclosure by the Disclosing Party provided it is obtained by the Receiving Party from a third party not known to the Receiving Party to be under duties of confidentiality in respect of such information; (c) is independently developed by the Receiving Party without reference or reliance on Confidential Information; or (d) is required by law, regulation, or by order or request of regulatory, judicial or governmental authority, provided that the Receiving Party shall, to the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required follow Company’s instructions with regard to be disclosed and take all reasonable steps to preserve the confidentiality of the Confidential Information. (D) Each party agrees to use the same standard of care it uses to protect its own Confidential Informationsuch incidents, but in any event not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirementsenable Company to perform a thorough investigation into the incident, to formulate a correct response. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such event, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be available. (F) Upon the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policies. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 1 contract

Samples: General Terms & Conditions

Confidentiality and Security. (A) AAML and AAMAL agree that in 5.1 DPI may, during the course of providing its services hereunder, have access to, and acquire knowledge from material, data, systems and other information of or with respect to The Xxxx Disney Company or any of its Affiliates which may not be accessible or known to the general public, including information concerning its or their dealing in accordance with the terms of the Agreementshardware, they may give each other access to software, designs, drawings, specifications, techniques, processes, procedures, data, research, development, future projects, products or services, projects, products or services under consideration, content under development, business plans or opportunities, business strategies, finances, costs, vendors, employees or customers and third party proprietary or confidential information that DLR or proprietary information an Affiliate treats as confidential (collectively, "Confidential Information"). Confidential Information may shall not include but is not limited to (i) proprietary and confidential matters concerning security arrangements, financial information, technical data and any information relating to the pricing, methods, processes, lists, research development or related information to which a party may gain access to in connection with the Agreements; (ii) information belonging to the customers of AAMAL, including without limitation the names of customers and the nature of their accounts; and (iii) information belonging to a party's vendors or other suppliers of services. Each party agrees that it will not disclose, duplicate, copy or use any Confidential Information which has or will come into its possession in connection with the Agreements for any purpose other than for the performance of its obligations under the Agreements. (B) The parties may disclose the terms of the Agreements to its related companies and professional advisers. The party receiving Confidential Information ("Receiving Party") shall limit disclosure of Confidential Information of the party disclosing Confidential Information ("Disclosing Party") only to its employees, agents and/or subcontractors, or to any market counterparty or any broker (in accordance with market practice) in relation to transactions undertaken for the Funds, or to the custodian who that: (a) need to know such Confidential Information for has entered or subsequently enters the purpose of the activities contemplated by the Agreements and (b) are under non-disclosure obligations at least as protective of the Confidential Information as those set out herein. The Receiving Party shall be responsible for any public domain without DPI’s breach of the Agreements by the foregoing persons to whom Confidential Information is disclosed as if such breach were committed by the Receiving Party. Subject to the foregoing, each party agrees that it will not, without the prior written consent of the other party, disclose any Confidential Information to any third party orally or in writing. (C) The non-disclosure obligations set out herein shall not apply to information which (a) is or becomes publicly available through no fault of the Receiving Partyobligation under this Agreement; (b) is or becomes in the Receiving Party's possession was known to DPI prior to DLR’s or an Affiliate’s disclosure by the Disclosing Party provided it is obtained by the Receiving Party from a third party not known to the Receiving Party to be under duties of confidentiality in respect of such informationinformation to DPI; (c) is independently developed by the Receiving Party obtained from a third party without reference or reliance violation of an obligation of nondisclosure and without restrictions on Confidential Informationits disclosure; or (d) is required independently developed by law, regulation, or by order or request of regulatory, judicial or governmental authority, provided that the Receiving Party shall, DPI without reference to the extent legally permitted, provide prompt notice to the Disclosing Party and shall disclose only that portion of Confidential Information which is legally required to be disclosed and take all reasonable steps to preserve the confidentiality of the Confidential Information. 5.2 Any knowledge acquired by DPI from such Confidential Information or otherwise through its engagement hereunder shall not be used by DPI other than for the limited purpose of performing services for DLR under this Agreement nor used, published or divulged by DPI in connection with any products sold or services rendered by DPI to any other person, firm or corporation, in any advertising or promotion regarding DPI or its products or services, or in any other manner or connection whatsoever without first having obtained the written permission of DLR, which permission may be withheld by DLR in its sole discretion. 5.3 Nothing in this Agreement shall be deemed or construed to grant DPI a license to use, sell, develop, exploit, copy, or further develop any Confidential Information acquired by DPI through its engagement hereunder. 5.4 In performing its services for DLR or an Affiliate (hereinafter collectively known as “Disney”), DPI shall comply with all of DLR’s or such Affiliate’s security requirements. In the event that DPI is provided direct or remote access to any Disney computer system, computers, networks, related communications circuits and associated software programs (collectively, “Disney Computer System”) by any method, DPI must comply with all of the security requirements described in Exhibit C, “Computer System Security and Remote Access Requirements,” as may be amended by Disney from time to time. DPI shall only access Disney Computer Systems for the limited purpose of fulfilling its obligations hereunder. Such access shall be limited to that period of time necessary for DPI to accomplish this purpose under this Agreement. DPI acknowledges that Disney retains the right to terminate access to any Disney Computer System at any time, in its sole discretion without any liability. Any violation of Exhibit F or unauthorized use of or access to a Disney Computer System by DPI’s employees, subcontractors or agents shall constitute a breach of this Agreement. 5.5 DPI shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect any Personal Information obtained hereunder from unauthorized access, destruction, use, modification or disclosure. For purposes of this section: (1) “Personal Information” means an individual’s first name or first initial and his or her last name in combination with any one or more of the following data elements, when either the name or the data elements are not encrypted or redacted: (A) social security number, (B) driver’s license number or California identification card number, (C) account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account, or (D) Each party agrees to use Medical Information. “Medical Information” means any individually identifiable information in electronic or physical form, regarding the same standard of individual’s medical history or medical treatment or diagnosis by a health care it uses to protect its own Confidential Information, but in any event professional. Personal Information does not less than reasonable standards, to prevent the disclosure of such Confidential Information to third parties. AAML acknowledges include publicly available information that under the MAS Guidelines on Outsourcing, AAMAL is required to review and monitor AAML's security practices and control processes on a regular basis, including commissioning audits or obtaining expert reports on security adequacy and compliance in respect of its operations. AAMAL may change its confidentiality and security requirements from time to time to enhance protection of its Confidential Information or as required by its regulator and in such event, the parties shall discuss in good faith to agree on any additional measures which AAML may have to take in order to satisfy AAMAL's new confidentiality and security requirements. (E) The Receiving Party shall notify the Disclosing Party promptly of any actual or suspected breaches of security or confidentiality obligations that it is or becomes aware of. Each party agrees and acknowledges that any breach or threatened breach by the Receiving Party of its covenants and agreements set out herein may cause irreparable injury lawfully made available to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such eventgeneral public from federal, the parties agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies that may be availablestate or local government records. (F) Upon the termination or expiration of the Agreements or upon request from the Disclosing Party, the Receiving Party shall and shall procure that its employees, agents and/subcontractors, as soon as reasonably practicable: (a) return or destroy all copies of Confidential Information held by it or which is under its control; and (b) destroy all notes, calculations or summaries or other material which contains or is derived from any Confidential Information and any electronically held records derived from any Confidential Information, save that the Receiving Party may retain such copies as may be required under applicable laws and regulations or its internal document retention policies. (G) The provisions of this Paragraph 1 will survive termination of the Agreements. (H) A breach of this Paragraph 1 will be regarded as a material breach, pursuant to which the non- defaulting party shall be entitled to terminate the Agreements either (i) with prior approval by the Board of the applicable Fund, immediately or (ii) by notice in writing to the defaulting party in accordance with the termination provisions in the Agreements and this letter, whichever is earlier.

Appears in 1 contract

Samples: Software License and Hosting Services Agreement (DigitalPost Interactive, Inc.)

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