Common use of Confidentiality/Privacy Clause in Contracts

Confidentiality/Privacy. Vendor acknowledges and agrees that any and all documents, materials and information furnished to the Vendor by UF or its affiliates in connection with the Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information to third parties unless it obtains UF’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that UF will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the termination or expiration of the Agreement or within seven (7) days of the request of UF, whichever shall come first. In the event of a breach of any of Vendor's obligations herein, Vendor agrees to indemnify, hold harmless and defend UF against any claims, damages, or other harm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, PHI, or Confidential Information, the Vendor shall (i) provide UF with prompt notice thereof; (ii) consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and federal privacy laws applicable to the Information; and (v) reasonably cooperate with UF in any attempt that UF may make to obtain an order or other reliable assurance that confidential treatment will be accorded the records. This provision shall survive the expiration or earlier termination of the Agreement.

Confidentiality/Privacy. Vendor acknowledges and agrees that any and all documents, materials and information furnished to the Vendor by UF or its affiliates in connection with the Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information to third parties unless it obtains UF’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that UF will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the termination or expiration of the Agreement or within seven (7) days of the request of UF, whichever shall come first. In the event of a breach of any of Vendor's obligations herein, Vendor Xxxxxx agrees to indemnify, hold harmless and defend UF against any claims, damages, or other harm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, PHI, or Confidential Information, the Vendor shall (i) provide UF with prompt notice thereof; (ii) consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and federal privacy laws applicable to the Information; and (v) reasonably cooperate with UF in any attempt that UF may make to obtain an order or other reliable assurance that confidential treatment will be accorded the records. This provision shall survive the expiration or earlier termination of the Agreement.

Confidentiality/Privacy. Vendor A. Consultant acknowledges that Consultant may be provided with confidential and agrees that any and all documentsproprietary information of Prudential or third parties with whom Prudential conducts business (collectively, materials and information furnished to the Vendor by UF or its affiliates in connection with the Agreement (the “Confidential Information”). Consultant covenants and agrees that Consultant: (a) are will keep and shall remain at maintain all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure of such Confidential Information; (b) will not, directly or indirectly, disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third parties unless it obtains UFparty any Confidential Information, without first obtaining Prudential’s prior written consent prior consent; (c) will not make use of any Confidential Information for his own purposes or the benefit of anyone or any other entity other than Prudential; (d) (i) upon completion of Consultant’s engagement, or (ii) at any time Prudential may so request, Consultant will deliver promptly to such disclosure. Vendor shall Prudential, or at Prudential’s option, will destroy, all times comply with any memoranda, notes, records, reports, media and other documents and materials (and all applicable state and federal laws governing the use and/or safe-keeping of copies thereof) regarding or including any Confidential Information and/or any Personally Identifiable which Consultant may then possess or have under his control; and (e) that Consultant will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature. B. For purposes of this agreement, Confidential Information shall include all business information of Prudential, including but not be limited to, the following: (“PII”)a) information relating to Prudential’s planned or existing leases and contracts; (b) information that describes Prudential organizational structuring, as the term may be defined by state or federal lawnew lines of business, includingand new business initiatives; (c) confidential information of third parties, including but not limited to, The Family Educational Rights software, business plans, financial information, customer lists and Privacy Act other business affairs; (FERPA)d) financial data, the Xxxxx-Xxxxx Xxxxxx Actlists, the Federal Trade Commissionstatistics, programs, research, developments, employee data and information, information relating to Prudential’s Red Flags Rule (which implements Section 114 of the Fair insurance and Accurate Credit Transactions Act of 2003)financial products, and planned or existing computer systems architecture; and (e) “Customer Information”, which is defined as all information provided by or at the direction of Prudential about a customer of Prudential or any Prudential affiliate, including but not limited to name, address, telephone number, email address, account or policy information and any list or grouping of customers. Confidential Information shall not include information that (i) is in the public domain not as a result of a disclosure by Consultant, (ii) is rightfully in the possession of Consultant prior to disclosure by Prudential, or (iii) is received by Consultant in good faith and without restriction from a third party, not under a confidentiality obligation to Prudential and having the right to make such disclosure. The Health Insurance Portability and Accountability Act (HIPAA)foregoing exceptions do not apply to the disclosure of Customer Information, and Vendor shall obtain, in advance, all necessary permissions and consents in regards which may not be disclosed without Prudential’s prior written consent. C. If Consultant is required to its collection and/or receipt of disclose any such Prudential Confidential Information or PIIPrudential Customer Information by law or any court or other legal authority, or by subpoena or discovery in a lawsuit, he may make those disclosures that his lawyers conclude are necessary to comply with the disclosure requirement. However, Consultant shall give prompt written notice to Prudential so it may seek an appropriate remedy to prevent or limit the disclosure. Consultant certifies that he is in compliance with any applicable laws and/or regulations with respect to privacy and data security relative to Customer Information and that he has implemented and will maintain an effective information security program to protect Prudential’s Customer Information, which program includes administrative, technical and physical safeguards: (a) to ensure the security and confidentiality of Customer Information; (b) to protect against any anticipated threats or hazards to the security or integrity of such Customer Information; and (c) to protect against unauthorized access to or use of Customer Information which could result in substantial harm or inconvenience to Prudential or its affiliates or to customers of any of them. In the event that UF Consultant is in material breach of this Section, he shall immediately advise Prudential and take steps to remedy such breach, including but not limited to protecting customers, Prudential, and Prudential affiliates against the consequences of any disclosure or use of Customer Information in violation of this Agreement. Notwithstanding any such remedy of a material breach of this Section 12(C), Prudential reserves the right to terminate this Agreement immediately upon written notice to Consultant should such material breach occur and may pursue such other remedies as may be available to Prudential at law or equity. D. If Consultant will share with Vendor or provides be given access to Vendor of any Protected Health Information Prudential’s computer system(s) or software (“PHISystems”)) in connection with performance of the Services, Consultant shall comply with Prudential’s system security policies, as may be revised by Prudential from time to time (collectively, “Security Regulations”) and will not tamper with, compromise or circumvent any security or audit measures employed by Prudential. Consultant agrees that term is defined by state Prudential may review any information, electronic mail communications, or federal lawother data stored on or contained in any computer hard drive, in order disk, or any other storage medium located on the premises of Prudential to perform the determine whether there has been any breach of security or violations of this Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use regardless of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, whether such computer hard drives, computer disks, storage media or network systems, backup systems, cloud storing services electronic mail communications are on equipment owned or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the termination leased by Prudential or expiration of the Agreement are brought or within seven (7) days of the request of UF, whichever shall come firstsent onto Prudential’s premises by Consultant. In the event of a that Prudential concludes that there has been any breach of any security or violation of Vendor's obligations hereinthis Agreement by Consultant, Vendor agrees to indemnify, hold harmless and defend UF against any claims, damages, or other harm related to such breach. In Prudential reserves the event the Vendor required by subpoena or other judicial or administrative process or by law right to disclose any computer files or electronic mail message to third parties, including (but not limited to) law enforcement officials, as Prudential deems appropriate without any prior notice to any individuals who may have written, sent or received such records PII, PHI, files or Confidential Information, the Vendor shall (i) provide UF with prompt notice thereof; (ii) consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and federal privacy laws applicable to the Information; and (v) reasonably cooperate with UF in any attempt that UF may make to obtain an order or other reliable assurance that confidential treatment will be accorded the records. This provision shall survive the expiration or earlier termination of the Agreementmessage.

Confidentiality/Privacy. Vendor acknowledges (a) From and agrees that after the Closing Time, Seller will treat and hold as confidential all of the Confidential Information and will not, directly or indirectly, without the prior written consent of Buyer, disclose or use any and all documents, materials and information furnished to the Vendor by UF or its affiliates Confidential Information except in connection with the this Agreement and as provided in paragraphs (the “Confidential Information”i) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall (ii) below: (i) Seller's obligation not to disclose Confidential Information shall not apply to third parties unless Confidential Information that it obtains UF’s prior written consent shall be required or requested to disclose by Law; provided, however, that Seller shall notify Buyer promptly to the extent legally permissible and practical (and, if possible, prior to making such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping ) so that Buyer may seek confidential treatment or protection of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. at Buyer's sole cost and expense. (ii) Seller's obligation not to disclose Confidential Information shall be suspended for the duration of the Chapter 11 Case with respect to Confidential Information that Seller discloses in the Chapter 11 Case. (b) In the event that UF will share with Vendor Seller is requested or provides access required (by oral question or request for information or documents) in any Proceeding to Vendor of disclose any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the termination or expiration of the Agreement or within seven (7) days Seller will notify Buyer promptly of the request or requirement to the extent legally permissible and practical so that Buyer may seek an appropriate protective order at Buyer's sole cost and expense or waive compliance with the provisions of UFthis Section 6.4. (c) Notwithstanding anything else in this Agreement, whichever from and after the Closing Time, all parties to this Agreement hereby agree and acknowledge that each of them (and each of their employees, representatives or other agents) is authorized to disclose to any and all Persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the United States federal income tax treatment and tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such United States federal income tax treatment and tax structure, except to the extent that such disclosure is subject to restrictions reasonably necessary to comply with securities laws. (d) From and after the Closing Time, Buyer shall come first. In use all data that is included in the event Purchased Assets and is in a format that allows such data to be identified to the recognizable name, address or other recognizable attributes of a breach natural person, in accordance with the terms and conditions of any of Vendor's obligations herein, Vendor agrees applicable privacy policy or statement published by Seller prior to indemnify, hold harmless and defend UF against any claims, damages, or other harm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, PHI, or Confidential Information, the Vendor shall (i) provide UF with prompt notice thereof; (ii) consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion commencement of the information that is responsive to the request; (iv) comply with the requirements of all state and federal privacy laws applicable to the Information; and (v) reasonably cooperate with UF in any attempt that UF may make to obtain an order Chapter 11 Case or other reliable assurance that confidential treatment will be accorded the records. This provision shall survive the expiration or earlier termination of the Agreementas otherwise permitted by Law.