Common use of Confidentiality of Data Information and Documents Clause in Contracts

Confidentiality of Data Information and Documents. Contractor agrees that all information communicated to it with respect to services to be performed under this Contract, including any confidential information gained by Contractor by reason of association with VEIC, which is identified at the time of disclosure by an appropriate legend, marking, stamp, or other positive written identification in a prominent location to be confidential is confidential. Contractor agrees that all conclusions, recommendations, reports, advice, or other documents generated by Contractor pursuant to this Contract are confidential. Further, Contractor: a. Shall not disclose any confidential information to any other person or entity unless specifically authorized in writing by VEIC to do so. b. Shall use its best efforts to prevent inadvertent disclosure of any confidential information to any third party by using the same care and discretion that it uses with similar data that Contractor designates as confidential. c. Agrees that copies of confidential information may not be made without the express written permission of VEIC and that all such copies shall be returned to VEIC along with the originals. d. Xxxxx return to VEIC promptly at VEIC’s request, all confidential materials. Any materials, the return of which is not specifically requested, shall be returned to VEIC promptly at the conclusion of the work on the project or activity to which the materials relate. However, Contractor’s obligation to hold any information confidential under this Contract shall not apply to any information if the same is: (1) In the public domain at the time of disclosure to Contractor by VEIC, or subsequent to the date of disclosure, without breach of this Contract by Contractor; or (2) Known to Contractor, as evidenced by written documentation, prior to disclosure of such information by VEIC; or (3) Disclosed without restriction to Contractor by a third party having a bona fide right to disclose the same to Contractor and without breach of this Contract by Contractor; or (4) Independently developed by representatives of Contractor who did not have access to said confidential information.

Appears in 2 contracts

Samples: Contract Agreement, Contract Agreement

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Confidentiality of Data Information and Documents. Contractor agrees that all information communicated to it with respect to services to be performed under this Contract, including any confidential information gained by Contractor by reason of association with VEIC, which is identified at the time of disclosure by an appropriate legend, marking, stamp, or other positive written identification in a prominent location to be confidential is confidential. Contractor agrees that all conclusions, recommendations, reports, advice, or other documents generated by Contractor pursuant to this Contract are confidential. Further, Contractor: a. Shall not disclose any confidential information to any other person or entity unless specifically authorized in writing by VEIC to do so. b. Shall use its best efforts to prevent inadvertent disclosure of any confidential information to any third party by using the same care and discretion that it uses with similar data that Contractor designates as confidential. c. Agrees that copies of confidential information may not be made without the express written permission of VEIC and that all such copies shall be returned to VEIC along with the originals. d. Xxxxx Shall return to VEIC promptly at VEIC’s request, all confidential materials. Any materials, the return of which is not specifically requested, shall be returned to VEIC promptly at the conclusion of the work on the project or activity to which the materials relate. However, Contractor’s obligation to hold any information confidential under this Contract shall not apply to any information if the same is: (1) In the public domain at the time of disclosure to Contractor by VEIC, or subsequent to the date of disclosure, without breach of this Contract by Contractor; or (2) Known to Contractor, as evidenced by written documentation, prior to disclosure of such information by VEIC; or (3) Disclosed without restriction to Contractor by a third party having a bona fide right to disclose the same to Contractor and without breach of this Contract by Contractor; or (4) Independently developed by representatives of Contractor who did not have access to said confidential information.

Appears in 1 contract

Samples: Contract Agreement

Confidentiality of Data Information and Documents. Contractor agrees that all information communicated to it with respect to services to be performed under this Contract, including any confidential information gained by Contractor by reason of association with VEIC, which is identified at the time of disclosure by an appropriate legend, marking, stamp, or other positive written identification in a prominent location to be confidential is confidential. Contractor agrees that all conclusions, recommendations, reports, advice, or other documents generated by Contractor pursuant to this Contract are confidential. Further, Contractor: a. Shall not disclose any confidential information to any other person or entity unless specifically authorized in writing by VEIC to do so. b. Shall use its best efforts to prevent inadvertent disclosure of any confidential information to any third party by using the same care and discretion that it uses with similar data that Contractor designates as confidential. c. Agrees that copies of confidential information may not be made without the express written permission of VEIC and that all such copies shall be returned to VEIC along with the originals. d. Xxxxx return to VEIC promptly at VEIC’s request, all confidential materials. Any VEIC materials, the return of which is not specifically requested, shall be returned to VEIC promptly at the conclusion of the work on the project or activity to which the materials relate. However, Contractor’s obligation to hold any information confidential under this Contract shall not apply to any information if the same is: (1) In the public domain at the time of disclosure to Contractor by VEIC, or subsequent to the date of disclosure, without breach of this Contract by Contractor; or (2) Known to Contractor, as evidenced by written documentation, prior to disclosure of such information by VEIC; or (3) Disclosed without restriction to Contractor by a third party having a bona fide right to disclose the same to Contractor and without breach of this Contract by Contractor; or (4) Independently developed by representatives of Contractor who did not have access to said confidential information. (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Second, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. The provisions of this Section shall survive termination or expiration of this Contract.

Appears in 1 contract

Samples: Contract Agreement

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Confidentiality of Data Information and Documents. Contractor agrees that all information communicated to it with respect to services to be performed under this Contract, including any confidential information gained by Contractor by reason of association with VEIC, which is identified at the time of disclosure by an appropriate legend, marking, stamp, or other positive written identification in a prominent location to be confidential is confidential. Contractor agrees that all conclusions, recommendations, reports, advice, or other documents generated by Contractor pursuant to this Contract are confidential. Further, Contractor: a. Shall not disclose any confidential information to any other person or entity unless specifically authorized in writing by VEIC to do so. b. Shall use its best efforts to prevent inadvertent disclosure of any confidential information to any third party by using the same care and discretion that it uses with similar data that Contractor designates as confidential. c. Agrees that copies of confidential information may not be made without the express written permission of VEIC and that all such copies shall be returned to VEIC along with the originals. d. Xxxxx return to VEIC promptly at VEIC’s request, all confidential materials. Any materials, the return of which is not specifically requested, shall be returned to VEIC promptly at the conclusion of the work on the project or activity to which the materials relate. However, Contractor’s obligation to hold any information confidential under this Contract shall not apply to any information if the same is: (1) In the public domain at the time of disclosure to Contractor by VEIC, or subsequent to the date of disclosure, without breach of this Contract by Contractor; or (2) Known to Contractor, as evidenced by written documentation, prior to disclosure of such information by VEIC; or (3) Disclosed without restriction to Contractor by a third party having a bona fide right to disclose the same to Contractor and without breach of this Contract by Contractor; or (4) Independently developed by representatives of Contractor who did not have access to said confidential information. [Note to drafters: delete the following if inapplicable] Notwithstanding the foregoing, if any Work Order allows Contractor to have access to customer-specific or competitively sensitive information related to VEIC’s Efficiency Vermont, District of Columbia Sustainable Energy Utility, or Efficiency Smart operations, Contractor will be required to comply with the applicable confidentiality requirements of those operations. Those applicable confidentiality requirements will be included as part of any such Work Order.

Appears in 1 contract

Samples: Indefinite Quantity Contract (Iqc)

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