Common use of General Confidentiality Requirements Clause in Contracts

General Confidentiality Requirements. All information provided by TxDMV to Contractor or created by Contractor in performing the obligations under this Contract is confidential and must not be used by Contractor or disclosed to any person or entity, unless such use or disclosure is required for Contractor to perform work under this Contract. The obligations of this section do not apply to information that Contractor can demonstrate: (i) is publicly available; (ii) Contractor received from a third party without restriction on disclosure and without breach of contract or other wrongful act; (iii) Contractor independently developed without regard to the TxDMV confidential information; or (iv) is required to be disclosed by law or final order of a court of competent jurisdiction or regulatory authority, provided that Contractor must furnish prompt written notice of such required disclosure and must reasonably cooperate with TxDMV at TxDMV’s cost and expense, in any effort made by TxDMV to seek a protective order or other appropriate protection of its confidential information. Contractor must immediately notify TxDMV via email to XxXXXXxxxxxxxXxxxxxxxx@xxxxx.xxx regarding any unauthorized release of confidential information when Contractor knows or should have known of such unauthorized release. If Contractor has any questions or doubts as to whether particular material or information is confidential information, Contractor must obtain the prior written approval of TxDMV prior to using, disclosing, or releasing such information. Contractor acknowledges that TxDMV’s confidential information is unique and valuable, and that TxDMV may have no adequate remedy at law if Contractor does not comply with its confidentiality obligations under this Contract. Therefore, TxDMV will have the right, in addition to any other rights it may have, to seek in any Xxxxxx County court of competent jurisdiction (or any other court of competent jurisdiction) temporary, preliminary, and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any confidentiality obligations of Contractor if Contractor fails to perform any of its confidentiality obligations under this Contract. Contractor must immediately return to TxDMV all confidential information and destroy all confidential information within its possession or control, including confidential information contained in computer or electronic systems maintained by or for Contractor, when this Contract terminates, at such earlier time as when the confidential information is no longer required for the performance of this Contract or when TxDMV requests that such confidential information be returned. Information, documentation and other material in connection with this Contract, including Contractor’s Response, may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code. Contractor’s and subcontractor’s personnel working on this project must sign all appropriate and required computer security agreements and abide by all computer security requirements, upon TxDMV’s request.

General Confidentiality Requirements. All The Contractor shall protect all information, records, and Data collected in connection with the Contract from unauthorized disclosures. In addition, the Contractor shall agree to guard the confidentiality of Enrollee information. Access to all individually identifiable information provided relating to Enrollees that is obtained by TxDMV to the Contractor or created shall be limited by Contractor in performing the obligations under this Contract is confidential and must not be used by Contractor or disclosed to any person or entity, unless such use or disclosure is required for Contractor to Subcontractors, consultants, advisors or agencies that require the information in order to perform work under their duties in accordance with this Contract, and to such others as may be authorized by ASES in accordance with applicable law. The obligations of this section do not apply Contractor is responsible for understanding the degree to which information that Contractor can demonstrate: (i) is publicly available; (ii) Contractor received from a third party without restriction on disclosure and without breach of contract or other wrongful act; (iii) Contractor independently developed without regard to the TxDMV confidential information; or (iv) is required to be disclosed by law or final order of a court of competent jurisdiction or regulatory authority, provided that Contractor must furnish prompt written notice of such required disclosure and must reasonably cooperate with TxDMV at TxDMV’s cost and expense, in any effort made by TxDMV to seek a protective order or other appropriate protection of its confidential information. Contractor must immediately notify TxDMV via email to XxXXXXxxxxxxxXxxxxxxxx@xxxxx.xxx regarding any unauthorized release of confidential information when Contractor knows or should have known of such unauthorized release. If Contractor has any questions or doubts as to whether particular material or information is confidential information, Contractor must obtain the prior written approval of TxDMV prior to using, disclosing, or releasing such information. Contractor acknowledges that TxDMV’s confidential information is unique and valuable, and that TxDMV may have no adequate remedy at law if Contractor does not comply with its confidentiality obligations under this Contract. Therefore, TxDMV will have the right, in addition to any other rights it may have, to seek in any Xxxxxx County court of competent jurisdiction (or any other court of competent jurisdiction) temporary, preliminary, and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any confidentiality obligations of Contractor if Contractor fails to perform any of its confidentiality obligations under this Contract. Contractor must immediately return to TxDMV all confidential information and destroy all confidential information within its possession or control, including confidential information contained in computer or electronic systems maintained by or for Contractor, when this Contract terminates, at such earlier time as when the confidential information is no longer required for obtained through the performance of this Contract is confidential under Puerto Rico and Federal law, rules, and regulations. Any other party shall be granted access to confidential Information only after complying with the requirements of Puerto Rico and Federal law pertaining to such access. ASES shall have absolute authority to determine if and when any other party has properly obtained the right to have access to this confidential information. Nothing herein shall prohibit the disclosure of information in summary, statistical, or when TxDMV requests other form that such does not identify particular individuals. The Contractor shall retain the right to use information for its quality and Utilization Management and research purposes subject to the Data ownership and publicity requirements defined within the Contract. Any disclosure or transfer of confidential information by the Contractor, including information required by ASES, will be returnedin accordance with applicable law. Information, documentation and other material in connection with If the Contractor receives a request for information deemed confidential under this Contract, the Contractor will immediately notify ASES of such request, and will make reasonable efforts to protect the information from public disclosure. In All Enrollee information, Medical Records, Data and Data elements collected, maintained, or used in the administration of this Contract shall be protected by the Contractor from unauthorized disclosure per the HIPAA Privacy and Security standards codified at 45 CFR Part 160 and 45 CFR Part 164, Subparts A, C and E. The Contractor must provide safeguards that restrict the use or disclosure of protected health information (PHI) concerning Enrollees to purposes directly connected with the administration of this Contract. The Contractor must comply with HIPAA notification requirements, including those set forth in HITECH. The Contractor must notify ASES Immediately of all breaches or potential breaches of unspecified PHI, as defined by HITECH, without unreasonable delay after discovery of the Breach or potential Breach. If, in ASES’s determination, the Contractor has not provided notice in the manner or format prescribed by HITECH, then ASES may require the Contractor to provide such notice. Assurance of Confidentiality The Contractor shall take reasonable steps to ensure the physical security of Data under its control, including, but not limited to: fire protection; protection against smoke and water damage; alarm systems; locked files, guards, or other devices reasonably expected to prevent loss or unauthorized removal of manually held Data; passwords, access logs, badges, or other methods reasonably expected to prevent loss or unauthorized access to electronically or mechanically held Data; limited terminal access; limited access to input documents and output documents; and design provisions to limit use of Enrollee names. The Contractor shall inform and provide quarterly trainings to each of its employees having any involvement with personal Data or other confidential information, whether with regard to design, development, operation, or maintenance, of the Puerto Rico and Federal law relating to confidentiality. Return of Confidential Data The Contractor shall return all Personal Health Information Data furnished or obtained pursuant to this Contract promptly at the request of ASES in whatever form it is maintained by the Contractor. Upon the termination or completion of the Contract, the Contractor may not use any such Data or any material derived from the Data for any purpose not permitted by Puerto Rico or Federal law or regulation. Where so instructed by XXXX, the Contractor shall destroy such Data or material if permitted and required by Puerto Rico or Federal law or regulation in the presence of ASES personnel. ASES Data and Information must be destroyed or returned to ASES in accordance with ASES’ instructions. Publicizing Safeguarding Requirements The Contractor shall comply with 42 CFR 431.304. The Contractor agrees to publicize provisions governing the confidential nature of information about Enrollees, including the legal sanctions imposed for improper disclosure and use. In addition to the requirements expressly stated in this Article, the Contractor must comply with any policy, rule, or reasonable requirement of ASES that relates to the safeguarding or disclosure of information relating to Enrollees, the Contractor’s Responseoperations, may or the Contractor’s performance of this Contract. In the event of the expiration of this Contract or termination thereof for any reason, all confidential information disclosed to and all copies thereof made by the Contractor must be subject returned to public ASES or, at ASES’s exclusive option and prior written approval, erased or destroyed. The Contractor must provide ASES certificates evidencing such destruction. This Article 22 does not restrict the Contractor from making any disclosure pursuant to Chapter 552 any applicable law, or under any court or government agency, provided that the Contractor provides immediate notice to ASES of such order. Disclosure of ASES’s Confidential Information The Contractor is responsible for, and shall Immediately report to ASES, any and all unauthorized disclosures or uses of confidential information of which it or its Subcontractors, consultants, or Agents is aware or has knowledge. The Contractor acknowledges that any publication or disclosure of confidential information to others may cause immediate and irreparable harm to ASES and may constitute a violation of Puerto Rico or Federal statutes. If the Texas Contractor, its Subcontractors, consultants, or Agents should publish or disclose Confidential Information to others without authorization, ASES will immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity. ASES will have the right to recover from the Contractor all damages and liabilities caused by or arising from the Contractor’s, its Subcontractors’, Network Providers’, representatives’, consultants’, or Agents’ failure to protect confidential Information. The Contractor will defend with counsel approved by ASES, indemnify and hold harmless ASES from all damages, costs, liabilities, and expenses caused by or arising from the Contractor’s, or its Subcontractors’, Providers’, representatives’, consultants’ or Agents’ failure to protect confidential Information. ASES will not unreasonably withhold approval of counsel selected by the Contractor. The Contractor shall remove any person from performance of services hereunder upon notice that ASES reasonably believes that such person has failed to comply with the confidentiality obligations of this Contract. The Contractor shall replace such removed personnel in accordance with the staffing requirements of this Contract. ASES, the Puerto Rico Government Codeincluding the Medicaid Fraud Control Unit, Federal officials as authorized by Federal law or regulations and/or the authorized representatives of these Parties shall have access to all confidential information in accordance with the requirements of Puerto Rico and Federal laws and regulations. Contractor’s and subcontractor’s personnel working on The confidentiality provisions contained in this project must sign all appropriate and required computer security agreements and abide by all computer security requirements, upon TxDMV’s requestContract survive the termination of this Contract.

General Confidentiality Requirements. All information provided by TxDMV to Contractor or created by Contractor in performing the obligations under this Contract is confidential and must not be used by Contractor or disclosed to any person or entity, unless such use or disclosure is required for Contractor to perform work under this Contract. The obligations of this section do not apply to information that Contractor can demonstrate: (i) is publicly available; (ii) Contractor received from a third party without restriction on disclosure and without breach of contract or other wrongful act; (iii) Contractor independently developed without regard to the TxDMV confidential information; or (iv) is required to be disclosed by law or final order of a court of competent jurisdiction or regulatory authority, provided that Contractor must furnish prompt written notice of such required disclosure and must reasonably cooperate with TxDMV at TxDMV’s cost and expense, in any effort made by TxDMV to seek a protective order or other appropriate protection of its confidential information. Contractor must immediately notify TxDMV via email to XxXXXXxxxxxxxXxxxxxxxx@xxxxx.xxx regarding of any unauthorized release of confidential information within two (2) days of when Contractor knows or should have known of such unauthorized release. If Contractor has any questions or doubts as to whether particular material or information is confidential information, Contractor must obtain the prior written approval of TxDMV prior to using, disclosing, or releasing such information. Contractor acknowledges that TxDMV’s confidential information is unique and valuable, and that TxDMV may have no adequate remedy at law if Contractor does not comply with its confidentiality obligations under this Contract. Therefore, TxDMV will have the right, in addition to any other rights it may have, to seek in any Xxxxxx County court of competent jurisdiction (or any other court of competent jurisdiction) temporary, preliminary, and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any confidentiality obligations of Contractor if Contractor fails to perform any of its confidentiality obligations under this Contract. Contractor must immediately return to TxDMV all confidential information and destroy all confidential information within its possession or control, including confidential information contained in computer or electronic systems maintained by or for Contractor, when this Contract terminates, at such earlier time as when the confidential information is no longer required for the performance of this Contract or when TxDMV requests that such confidential information be returned. Information, documentation and other material in connection with this Contract, including Contractor’s Response, may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code. Contractor’s and subcontractor’s personnel working on this project must sign all appropriate and required computer security agreements and abide by all computer security requirements, upon TxDMV’s request.