Common use of Customer Confidential Information Clause in Contracts

Customer Confidential Information. Individual/Sole Proprietor agrees not to reveal to third parties any information pertaining to Customer that is provided by Customer to Individual/Sole Proprietor (or to which Individual/Sole Proprietor may have access) under this Agreement (“Confidential Information”). Individual/Sole Proprietor will only disclose Customer’s Confidential Information to its own subcontractor(s) who need to know it in order to perform Individual/Sole Proprietor’ obligations under the Agreement, and will only use it for the purpose of performing under this Agreement. For clarity, Individual/Sole Proprietor shall not use such Confidential Information for its own business purposes without the express written permission of Customer. In the event that Customer grants such permission, this section shall govern Individual/Sole Proprietor’s access, use, and retention of such Confidential Information for the duration of Individual/Sole Proprietor’s access, use, and retention. Individual/Sole Proprietor agrees to keep strictly confidential and to safeguard in every way practicable Customer’s Confidential Information, and to ensure that any copies of such information in Individual/Sole Proprietor’ possession upon termination of this Agreement are destroyed or returned to Customer. Individual/Sole Proprietor further agrees not to copy any of Customer’s Confidential Information except as may be required for the performance of Individual/Sole Proprietor’ obligations under this Agreement. Individual/Sole Proprietor agrees to provide Customer with prompt notice of any court or other governmental orders requiring disclosure, in order to give Customer the opportunity to seek appropriate protective orders. If Individual/Sole Proprietor is permitted by Customer to disclose Customer’s Confidential Information to a subcontractor or other agent of the Individual/Sole Proprietor, such disclosure shall be solely for the purpose of fulfilling Individual/Sole Proprietor’s obligations hereunder and then only on a need-to-know basis. In such event, the Individual/Sole Proprietor shall inform such subcontractor or agent of Individual/Sole Proprietor’s obligations to Customer and Customer’s requirements under this Agreement, and shall ensure that such subcontractor or agent is contractually bound to comply with such obligations and requirements to the same extent that Individual/Sole Proprietor is bound under this Agreement. Customer shall be deemed a third party beneficiary of any such contractual provision between Individual/Sole Proprietor and any subcontractor or agent of Individual/Sole Proprietor. Individual/Sole Proprietor agrees to return any and all of Customer’s Confidential Business Information to Customer upon any termination or expiration of the Agreement. Individual/Sole Proprietor further agrees not to retain or use de-identified PHI or PI for any purpose except to provide services to Customer. Any provisions to the contrary in any SOW or Quote shall have no effect.

Appears in 2 contracts

Samples: Agreement, www.massgeneralbrigham.org

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Customer Confidential Information. Individual/Sole Proprietor agrees not to reveal to third parties any information pertaining to Customer that is provided by Customer to Individual/Sole Proprietor (or to which Individual/Sole Proprietor may have access) under this Agreement (“Confidential Information”). Individual/Sole Proprietor will only disclose Customer’s Confidential Information to its own subcontractor(s) who need to know it in order to perform Individual/Sole Proprietor’ obligations under the Agreement, and will only use it for the purpose of performing under this Agreement. For clarity, Individual/Sole Proprietor shall not use such Confidential Information for its own business purposes without the express written permission of Customer. In the event that Customer grants such permission, this section shall govern Individual/Sole Proprietor’s access, use, and retention of such Confidential Information for the duration of Individual/Sole Proprietor’s access, use, and retention. Individual/Sole Xxxx Proprietor agrees to keep strictly confidential and to safeguard in every way practicable Customer’s Confidential Information, and to ensure that any copies of such information in Individual/Sole Proprietor’ possession upon termination of this Agreement are destroyed or returned to Customer. Individual/Sole Proprietor further agrees not to copy any of Customer’s Confidential Information except as may be required for the performance of Individual/Sole Proprietor’ obligations under this Agreement. Individual/Sole Proprietor agrees to provide Customer with prompt notice of any court or other governmental orders requiring disclosure, in order to give Customer the opportunity to seek appropriate protective orders. If Individual/Sole Proprietor is permitted by Customer to disclose Customer’s Confidential Information to a subcontractor or other agent of the Individual/Sole Proprietor, such disclosure shall be solely for the purpose of fulfilling Individual/Sole Proprietor’s obligations hereunder and then only on a need-to-know basis. In such event, the Individual/Sole Proprietor shall inform such subcontractor or agent of Individual/Sole Proprietor’s obligations to Customer and Customer’s requirements under this Agreement, and shall ensure that such subcontractor or agent is contractually bound to comply with such obligations and requirements to the same extent that Individual/Sole Proprietor is bound under this Agreement. Customer shall be deemed a third party beneficiary of any such contractual provision between Individual/Sole Proprietor and any subcontractor or agent of Individual/Sole Proprietor. Individual/Sole Xxxx Proprietor agrees to return any and all of Customer’s Confidential Business Information to Customer upon any termination or expiration of the Agreement. Individual/Sole Proprietor further agrees not to retain or use de-identified PHI or PI for any purpose except to provide services to Customer. Any provisions to the contrary in any SOW or Quote shall have no effect.

Appears in 1 contract

Samples: Agreement

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Customer Confidential Information. Individual/Sole Proprietor DST acknowledges and agrees not to reveal to third parties that the terms and conditions of this Agreement, any information pertaining to obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Customer that is provided by and business of Customer to Individual/Sole Proprietor (or to which Individual/Sole Proprietor may have access) under this Agreement (the Customer Confidential Information”)) is confidential and proprietary to Customer. Individual/Sole Proprietor will only disclose Customer’s DST hereby agrees to use the Customer Confidential Information to its own subcontractor(s) who need to know it in order to perform Individual/Sole Proprietor’ obligations under the only as permitted by this Agreement, and will only use it for to maintain the purpose confidentiality of performing under this Agreement. For clarity, Individual/Sole Proprietor shall not use such the Customer Confidential Information for its own business purposes without and not to disclose the express written permission of Customer. In the event that Customer grants such permission, this section shall govern Individual/Sole Proprietor’s access, use, and retention of such Confidential Information for the duration of Individual/Sole Proprietor’s access, use, and retention. Individual/Sole Proprietor agrees to keep strictly confidential and to safeguard in every way practicable Customer’s Confidential Information, and or any part thereof, to ensure any other person, firm or corporation, provided, however, that any copies of such information in Individual/Sole Proprietor’ possession upon termination of this Agreement are destroyed if DST becomes compelled or returned is ordered to Customer. Individual/Sole Proprietor further agrees not to copy any of Customer’s disclose Customer Confidential Information whether (i) by a court order or governmental agency order which has jurisdiction over the Parties and subject matter, or (ii) in the opinion of its legal counsel, by law, regulation or the rules of a national securities exchange to disclose any Customer Confidential Information, DST will, except as may be required for the performance of Individual/Sole Proprietor’ obligations under this Agreement. Individual/Sole Proprietor agrees to prohibited by law or legal process, provide Customer with prompt written notice of such request or order. DST acknowledges that disclosure of the Customer Confidential Information may give rise to an irreparable injury to Customer inadequately compensable in damages. Accordingly, Customer may seek (without the posting of any court bond or other governmental orders requiring disclosuresecurity) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in order addition to give Customer any other legal remedies which may be available. DST consents to the opportunity obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST’s ability to seek appropriate protective ordersanswer in damages shall not be interposed as a defense to the granting of such injunctive relief. If Individual/Sole Proprietor is permitted by Customer to disclose Customer’s Confidential Information to a subcontractor or other agent of the Individual/Sole Proprietor, such disclosure shall be solely for the purpose of fulfilling Individual/Sole Proprietor’s obligations hereunder and then only on a need-to-know basisSection 7.3 Consumer Privacy. In such event, the Individual/Sole Proprietor shall inform such subcontractor or agent of Individual/Sole Proprietor’s obligations to Customer and Customer’s requirements under this Agreement, and DST shall ensure that such subcontractor or agent is contractually bound to each comply with such obligations applicable U.S. laws, rules and requirements regulations relating to privacy, confidentiality, security, data security and the handling of personal financial information applicable to it that may be established from time to time, including but not limited to the same extent that Individual/Sole Proprietor is bound under this Agreement. Customer shall be deemed a third party beneficiary of any such contractual provision between Individual/Sole Proprietor Xxxxx-Xxxxx-Xxxxxx Act and any subcontractor or agent of Individual/Sole Proprietor. Individual/Sole Proprietor agrees to return any Securities and all of Customer’s Confidential Business Information to Customer upon any termination or expiration of the Agreement. Individual/Sole Proprietor further agrees not to retain or use deExchange Commission Regulation S-identified PHI or PI for any purpose except to provide services to Customer. Any provisions to the contrary in any SOW or Quote shall have no effectP (17 CFR Part 248) promulgated thereunder.

Appears in 1 contract

Samples: Master Agreement (State Street Institutional Investment Trust)

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