Common use of CONFIDENTIALITY, PRIVACY AND SECURITY Clause in Contracts

CONFIDENTIALITY, PRIVACY AND SECURITY. ‌ 12.1 The Recipient must not directly or indirectly use any Discloser Confidential Information (whether disclosed by or on behalf of the Discloser to the Recipient) for any purpose other than providing the Services under this Agreement, and must not disclose such Confidential Information to any person without the Discloser’s prior written consent.‌ 12.2 In giving written consent under clause 12.1, the Discloser may impose such terms and conditions as it thinks fit in its sole and absolute discretion. The Recipient must comply with any term and condition imposed by the Discloser under this clause 12.2.‌ 12.3 The Recipient acknowledges that a breach of clause 12.1 would irreversibly harm the Discloser, that monetary damages will be an inadequate remedy, and that the Discloser may seek injunctions to prevent the breach. 12.4 The Contractor must, at the PHN’s request, sign a confidentiality agreement in a form determined by the PHN containing provisions similar to the provisions in this clause 12.1 in favour of the Department, the PHN or any existing or potential customer, supplier, contractor, agent, licensor or licensee of the PHN. 12.5 At the Discloser’s request or on the expiry or termination of this Agreement under clause 16 (whichever occurs later), the Recipient must promptly return all of the Discloser’s physical and written records containing Confidential Information, and all documentation relating to that Confidential Information (including copies), to the Discloser in a form reasonably requested by the Discloser. Alternatively, if requested by the Discloser, the Recipient must destroy such items in the manner specified by the Discloser and promptly certify to the Discloser in writing that it has done so. 12.6 To avoid doubt, these terms and conditions do not limit any obligation the Recipient may have regarding personal information under the Privacy Xxx 0000 (Cth), Privacy and Data Protection Xxx 0000 (Vic), information protected by the Census and Statistics Xxx 0000 (Cth) or any other Laws requiring information to be kept private, secret or confidential. 12.7 If the PHN gives the Contractor personal information, the Contractor must comply with:‌ (a) the Privacy Xxx 0000 (Cth), the Health Records Xxx 0000 (Vic), the privacy principles established under those Acts, and any applicable Law relating to privacy; and (b) the PHN’s reasonable directions in relation to the protection of personal information, including how the Contractor collects, holds, uses and discloses that information. 12.8 The Contractor must promptly notify the PHN of any breaches of clause 12.7. 12.9 If the Contractor gives the PHN personal information, the PHN must comply with the Contractor’s reasonable directions in relation to the protection of personal information, including how the PHN collects, holds, uses and discloses that information.‌ 12.10 The PHN must promptly notify the Contractor of any breaches of clause 12.9. 12.11 On the expiry of this Agreement or termination of this Agreement under clause 16 (whichever occurs later) (“Expiry Date”) or in accordance with Law or upon PHN request, the Contractor must promptly at its cost deliver to the PHN all Developed Material, PHN Material and Deliverables. This clause 12.11 does not apply to the extent the PHN has granted the Contractor a licence beyond the Expiry Date to use the Developed Material, PHN Material or Deliverables.‌ 12.12 On the Expiry Date or in accordance with Law or upon Contractor request, the PHN must promptly at its cost deliver to the Contractor all Contractor Material. This clause 12.12 does not apply to the extent the Contractor has granted the PHN a licence beyond the Expiry Date to use the Contractor Material.‌

CONFIDENTIALITY, PRIVACY AND SECURITY. ‌ 12.1 The Recipient must not directly or indirectly use any Discloser Confidential Information (whether disclosed by or on behalf of the Discloser to the Recipient) for any purpose other than than‌ providing the Services under this Agreementa Schedule, and must not disclose such Confidential Information to any person without the Discloser’s prior written consent.‌consent. 12.2 In giving written consent under clause 12.1, the Discloser may impose such terms and conditions as it thinks fit in its sole and absolute discretion. The Recipient must comply with any term and condition imposed by the Discloser under this clause 12.2.‌12.2.‌‌ 12.3 The Recipient acknowledges that a breach of clause 12.1 would irreversibly harm the Discloser, that monetary damages will be an inadequate remedy, and that the Discloser may seek injunctions to prevent the breach. 12.4 The Contractor must, at the PHN’s request, sign a confidentiality agreement in a form determined by the PHN containing provisions similar to the provisions in this clause 12.1 in favour of the Department, the PHN or any existing or potential customer, supplier, contractor, agent, licensor or licensee of the PHN.PHN.‌ 12.5 At the Discloser’s request or on the expiry or termination of this the Head Agreement or a Schedule under clause 16 (whichever occurs later), the Recipient must promptly return all of the Discloser’s physical and written records containing Confidential Information, and all documentation relating to that Confidential Information (including copies), to the Discloser in a form reasonably requested by the Discloser. Alternatively, if requested by the Discloser, the Recipient must destroy such items in the manner specified by the Discloser and promptly certify to the Discloser in writing that it has done so. 12.6 To avoid doubt, these terms and conditions do not limit any obligation the Recipient may have regarding personal information under the Privacy Xxx 0000 (Cth), Privacy and Data Protection Xxx 0000 (Vic), information protected by the Census and Statistics Xxx 0000 (Cth) or any other Laws requiring information to be kept private, secret or confidential. 12.7 If the PHN gives the Contractor personal information, the Contractor must comply with:‌ (a) the Privacy Xxx 0000 (Cth), the Health Records Xxx 0000 (Vic), the privacy principles established under those Acts, and any applicable Law relating to privacy; and (b) the PHN’s reasonable directions in relation to the protection of personal information, including how the Contractor collects, holds, uses and discloses that information. 12.8 The Contractor must promptly notify the PHN of any breaches of clause 12.7. 12.9 If the Contractor gives the PHN personal information, the PHN must comply with the Contractor’s reasonable directions in relation to the protection of personal information, including how the PHN collects, holds, uses and discloses that information.‌ 12.10 The PHN must promptly notify the Contractor of any breaches of clause 12.9. 12.11 On the expiry of this the Head Agreement or a Schedule, or termination of this the Head Agreement or a Schedule under clause 16 (whichever occurs later) (“Expiry Date”) or in accordance with Law or upon PHN request, the Contractor must promptly at its cost deliver to the PHN all Developed Material, PHN Material and Deliverables. This clause 12.11 does not apply to the extent the PHN has granted the Contractor a licence beyond the Expiry Date to use the Developed Material, PHN Material or Deliverables.‌ 12.12 On the Expiry Date or in accordance with Law or upon Contractor request, the PHN must promptly at its cost deliver to the Contractor all Contractor Material. This clause 12.12 does not apply to the extent the Contractor has granted the PHN a licence beyond the Expiry Date to use the Contractor Material.‌

CONFIDENTIALITY, PRIVACY AND SECURITY. ‌ 12.1 The Recipient must not directly or indirectly use any Discloser Confidential Information (whether disclosed by or on behalf of the Discloser to the Recipient) for any purpose other than providing the Services under this Agreement, and must not disclose such Confidential Information to any person without the Discloser’s prior written consent.‌ 12.2 In giving written consent under clause 12.1, the Discloser may impose such terms and conditions as it thinks fit in its sole and absolute discretion. The Recipient must comply with any term and condition imposed by the Discloser under this clause 12.2.‌ 12.3 The Recipient acknowledges that a breach of clause 12.1 would irreversibly harm the Discloser, that monetary damages will be an inadequate remedy, and that the Discloser may seek injunctions to prevent the breach. 12.4 The Contractor must, at the PHN’s request, sign a confidentiality agreement in a form determined by the PHN containing provisions similar to the provisions in this clause 12.1 in favour of the Department, the PHN or any existing or potential customer, supplier, contractor, agent, licensor or licensee of the PHN. 12.5 At the Discloser’s request or on the expiry or termination of this Agreement under clause 16 (whichever occurs later), the Recipient must promptly return all of the Discloser’s physical and written records containing Confidential Information, and all documentation relating to that Confidential Information (including copies), to the Discloser in a form reasonably requested by the Discloser. Alternatively, if requested by the Discloser, the Recipient must destroy such items in the manner specified by the Discloser and promptly certify to the Discloser in writing that it has done so. 12.6 To avoid doubt, these terms and conditions do not limit any obligation the Recipient may have regarding personal information under the Privacy Xxx 0000 Act 1988 (Cth), Privacy and Data Protection Xxx 0000 Act 2014 (Vic), information protected by the Census and Statistics Xxx 0000 Act 1905 (Cth) or any other Laws requiring information to be kept private, secret or confidential. 12.7 If the PHN gives the Contractor personal information, the Contractor must comply with:‌ (a) the Privacy Xxx 0000 Act 1988 (Cth), the Health Records Xxx 0000 Act 2001 (Vic), the privacy principles established under those Acts, and any applicable Law relating to privacy; and (b) the PHN’s reasonable directions in relation to the protection of personal information, including how the Contractor collects, holds, uses and discloses that information. 12.8 The Contractor must promptly notify the PHN of any breaches of clause 12.7. 12.9 If the Contractor gives the PHN personal information, the PHN must comply with the Contractor’s reasonable directions in relation to the protection of personal information, including how the PHN collects, holds, uses and discloses that information.‌ 12.10 The PHN must promptly notify the Contractor of any breaches of clause 12.9. 12.11 On the expiry of this Agreement or termination of this Agreement under clause 16 (whichever occurs later) (“Expiry Date”) or in accordance with Law or upon PHN request, the Contractor must promptly at its cost deliver to the PHN all Developed Material, PHN Material and Deliverables. This clause 12.11 does not apply to the extent the PHN has granted the Contractor a licence beyond the Expiry Date to use the Developed Material, PHN Material or Deliverables.‌ 12.12 On the Expiry Date or in accordance with Law or upon Contractor request, the PHN must promptly at its cost deliver to the Contractor all Contractor Material. This clause 12.12 does not apply to the extent the Contractor has granted the PHN a licence beyond the Expiry Date to use the Contractor Material.‌

CONFIDENTIALITY, PRIVACY AND SECURITY. ‌ 12.1 The Recipient must not directly or indirectly use any Discloser Confidential Information (whether disclosed by or on behalf of the Discloser to the Recipient) for any purpose other than providing the Services under this Agreement, and must not disclose such Confidential Information to any person without the Discloser’s prior written consent.‌consent.‌‌‌ 12.2 In giving written consent under clause 12.1, the Discloser may impose such terms and conditions as it thinks fit in its sole and absolute discretion. The Recipient must comply with any term and condition imposed by the Discloser under this clause 12.2.‌12.2. 12.3 The Recipient acknowledges that a breach of clause 12.1 would irreversibly harm the Discloser, that monetary damages will be an inadequate remedy, and that the Discloser may seek injunctions to prevent the breach. 12.4 The Contractor must, at the PHN’s request, sign a confidentiality agreement in a form determined by the PHN containing provisions similar to the provisions in this clause 12.1 in favour of the Department, the PHN or any existing or potential customer, supplier, contractor, agent, licensor or licensee of the PHN. 12.5 At the Discloser’s request or on the expiry or termination of this Agreement under clause 16 (whichever occurs later), the Recipient must promptly return all of the Discloser’s physical and written records containing Confidential Information, and all documentation relating to that Confidential Information (including copies), to the Discloser in a form reasonably requested by the Discloser. Alternatively, if requested by the Discloser, the Recipient must destroy such items in the manner specified by the Discloser and promptly certify to the Discloser in writing that it has done so. 12.6 To avoid doubt, these terms and conditions do not limit any obligation the Recipient may have regarding personal information under the Privacy Xxx 0000 (Cth), Privacy and Data Protection Xxx 0000 (Vic), information protected by the Census and Statistics Xxx 0000 (Cth) or any other Laws requiring information to be kept private, secret or confidential. 12.7 If the PHN gives the Contractor personal information, the Contractor must comply with:‌ (a) the Privacy Xxx 0000 (Cth), the Health Records Xxx 0000 (Vic), the privacy principles established under those Acts, and any applicable Law relating to privacy; and (b) the PHN’s reasonable directions in relation to the protection of personal information, including how the Contractor collects, holds, uses and discloses that information. 12.8 The Contractor must promptly notify the PHN of any breaches of clause 12.7. 12.9 If the Contractor gives the PHN personal information, the PHN must comply with the Contractor’s reasonable directions in relation to the protection of personal information, including how the PHN collects, holds, uses and discloses that information.‌ 12.10 The PHN must promptly notify the Contractor of any breaches of clause 12.9. 12.11 On the expiry of this Agreement or termination of this Agreement under clause 16 (whichever occurs later) (“Expiry Date”) or in accordance with Law or upon PHN request, the Contractor must promptly at its cost deliver to the PHN all Developed Material, PHN Material and Deliverables. This clause 12.11 does not apply to the extent the PHN has granted the Contractor a licence beyond the Expiry Date to use the Developed Material, PHN Material or Deliverables.‌ 12.12 On the Expiry Date or in accordance with Law or upon Contractor request, the PHN must promptly at its cost deliver to the Contractor all Contractor Material. This clause 12.12 does not apply to the extent the Contractor has granted the PHN a licence beyond the Expiry Date to use the Contractor Material.‌