Common use of Confidentiality/Privacy Clause in Contracts

Confidentiality/Privacy. 3.1 Vendor acknowledges that in the course of its engagement by Prudential, Vendor may receive or have access to confidential and proprietary information about, and Vendor's engagement by Prudential may bring it into close contact with confidential and proprietary information of Prudential or third parties with whom Prudential conducts business. Such information is defined below and collectively referred to as "Confidential Information." In recognition of the foregoing, Vendor covenants and agrees that: 3.1.1 it will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure; 3.1.2 it will use and disclose Confidential Information solely for the purpose for which such information, or access to it, is provided pursuant to the terms of this Agreement, and will not use or disclose Confidential Information for Vendor's own purposes or for the benefit of anyone other than Prudential; 3.1.3 it will not, directly or indirectly, disclose Confidential Information to anyone outside Prudential, except with Prudential's prior written consent as permitted under the terms of this Agreement; and 3.1.4 it shall upon earlier of (i) completion of an engagement or termination of this Agreement or the applicable Engagement Schedule; (ii) determination that it has no need for Confidential Information; or (iii) at any time Prudential requests, dispose of all records, electronic or otherwise (including all backup records and/or other copies thereof) regarding or including any Confidential Information that Vendor may then possess or control. Disposal may be achieved, at Prudential's option, through prompt delivery of the records to Prudential or destruction pursuant to Vendor's written policy governing such destruction and in a manner that renders the records unreadable and undecipherable by any means. Upon any occurrence of (i), (ii), or (iii) above, Vendor shall promptly certify in writing to Prudential, in a form acceptable to Prudential and executed by an authorized officer of Vendor, that all such Confidential Information has been destroyed or returned. Vendor shall be permitted to disclose Confidential Information only to its employees, employees of Affiliates, and permitted subcontractors (individually an "Employee" and collectively, "Employees") having