Common use of Limits on Use and Disclosure Clause in Contracts

Limits on Use and Disclosure. (a) Each Party shall comply with, and use commercially reasonable efforts to cause its respective Affiliates, directors, officers, employees, representatives and other agents to comply with the provisions of this Section 6.2. (b) A Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except: (i) to perform its obligations or to exercise or enforce its rights with respect to this Agreement; (ii) as expressly permitted by this Agreement; (iii) with the prior written consent of the Disclosing Party; (iv) pursuant to a subpoena, summons, civil investigative demand or other order requesting information that is issued through any judicial, executive or legislative process (each, a "Governmental Request"); or (v) based on advice of legal counsel, Receiving Party is required by Applicable Law to disclose. To the extent required by law, Organization may disclose this Agreement under the Credit Card Accountability Responsibility and Disclosure Act of 2009. (c) A Receiving Party shall use commercially reasonable efforts to: (i) limit access to the Disclosing Party's Confidential Information to those employees, authorized agents, vendors, consultants, service providers and contractors who have a reasonable need to access such Confidential Information in connection with the Credit Cards, the Program or other purposes permitted by this Agreement, and (ii) obtain contractual confidentiality commitments substantially similar to those set forth in this Section 6.2 from each vendor, consultant, service provider or contractor to which the Receiving Party provides access to the Disclosing Party's Confidential Information. (d) Notwithstanding anything else contained in this Agreement, a Party will not be obligated to take any action with respect to the collection, use or disclosure of information with respect to the Credit Cards or the Program that such Party believes in good faith would cause, or is reasonably likely to cause, either Party to violate any Applicable Law (including privacy and security laws and the reuse and re-disclosure provisions of the GLBA).

Appears in 1 contract

Samples: Affinity Card Agreement

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Limits on Use and Disclosure. (a) Each Party shall comply with, and use commercially reasonable efforts to cause its respective Affiliates, directors, officers, employees, representatives and other agents as applicable, EFS's Affiliates, EFS Service Providers, Bank's Affiliates or Bank Service Providers, to comply with the provisions of this Section 6.211.2. (b) A If a Party (the "Receiving Party") receives Confidential Information of the other Party (the "Disclosing Party"), the Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except: (i) : i. to perform its obligations or to exercise or enforce its rights with respect to the Program or this Agreement; (; ii) . as expressly permitted by this Agreement; (; iii) . with the prior written consent of the Disclosing Party; (; iv) pursuant . to respond to a valid subpoena, summons, civil investigative demand order or other order requesting information that is issued through request of any judicial, executive or legislative process Regulatory Authority (each, a "Governmental Regulatory Request"); , or (v) of any recognized stock exchange; v. based on advice of legal counsel, Receiving to the extent either Party is required by Applicable Law or valid court or governmental agency order to disclose, in which case the Party receiving such an order must, if permitted by Applicable Law, give prompt notice to the other Party, allowing it to seek a protective order; vi. To to comply with any Applicable Law, or legal or regulatory process, including the extent Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and related thereto; or vii. as otherwise required by law, Organization may disclose this Agreement under the Credit Card Accountability Responsibility and Disclosure Act of 2009Applicable Law. (c) A Receiving Party shall use commercially reasonable efforts to: (i) limit access to the Disclosing Party's Confidential Information to those employees, authorized agentsconsultants and, vendorsas applicable, consultantsto EFS's Affiliates, service providers and contractors who EFS Service Providers, Bank's Affiliates or Bank Service Providers, that have a reasonable need to access such Confidential Information in connection with the Credit Cards, the Program or other purposes permitted by this Agreement, Agreement and (ii) obtain contractual only if that Person has agreed to confidentiality commitments substantially similar to obligations at least as restrictive as those set forth in this Section 6.2 from each vendor, consultant, service provider Article 11 (Confidentiality) prior to disclosure. The Receiving Party shall remain responsible to the Disclosing Party for acts or contractor omissions of individuals referred to which in the preceding sentence that if committed by the Receiving Party provides access to would constitute a violation of the Disclosing Receiving Party's Confidential Informationconfidential obligations hereunder. (d) Notwithstanding anything else contained in this Agreement, a Party will not be obligated to take any action with respect to the collection, use or disclosure of information with respect to the Credit Cards or in the Program that such Party believes in good faith would cause, or is reasonably likely to cause, either Party to violate any Applicable Law (including privacy and security laws and the reuse and re-disclosure provisions of the GLBA).

Appears in 1 contract

Samples: Program Management Agreement (H&r Block Inc)

Limits on Use and Disclosure. (a) Each Party shall comply with, and use commercially reasonable efforts to cause its respective Affiliates, directors, officers, employees, representatives and other agents to comply with with, the provisions of this Section 6.27.1. (b) A Receiving Party shall: (i) keep all Confidential Information of the Disclosing Party secure and confidential; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures to protect all Confidential Information of the other Party. (c) A Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except: (i) to perform its obligations or to exercise or enforce its rights with respect to this Agreementthe Program; (ii) as expressly permitted by this Agreement; (iii) with the prior written consent of the Disclosing Party; (iv) pursuant to a subpoena, summons, civil investigative demand summons or other order requesting information that is issued through any judicial, executive or legislative process (each, a "Governmental Request"); (v) by Bank to a bank regulatory agency; or (vvi) based on advice of legal counsel, Receiving Party is as otherwise required by Applicable Law to disclose. To the extent required by law, Organization may disclose this Agreement under the Credit Card Accountability Responsibility and Disclosure Act of 2009Law. (cd) A Receiving Party shall use commercially reasonable efforts to: (i) limit access to the Disclosing Party's ’s Confidential Information to those employees, authorized agents, vendors, consultants, service providers and contractors who have a reasonable need to access such Confidential Information in connection with the Credit Cards, the Program or other purposes permitted by this Agreement, and (ii) obtain contractual confidentiality commitments substantially similar to those set forth in this Section 6.2 7.1 from each authorized agent, vendor, consultant, service provider or contractor to which the Receiving Party provides access to the Disclosing Party's ’s Confidential Information. (de) Notwithstanding anything else contained in this Agreement, a Party will shall not be obligated to take any action with respect to the collection, use or disclosure of information with respect to the Credit Cards or in the Program that such Party believes in good faith would cause, or is reasonably likely to cause, either Party to violate any Applicable Law (including privacy and security laws and the reuse and re-disclosure provisions of the GLBA).

Appears in 1 contract

Samples: Private Label Credit Card Program Agreement (Bon Ton Stores Inc)

Limits on Use and Disclosure. (a) Each Party shall comply with, and use commercially reasonable efforts to cause its respective Affiliates, directors, officers, employees, representatives and other agents as applicable, EFS's Affiliates, EFS Service Providers, Bank's Affiliates or Bank Service Providers, to comply with the provisions of this Section 6.211.2. (b) A If a Party (the "Receiving Party") receives Confidential Information of the other Party (the "Disclosing Party"), the Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except: : (i) to perform its obligations or to exercise or enforce its rights with respect to the Program or this Agreement; ; (ii) as expressly permitted by this Agreement; ; (iii) with the prior written consent of the Disclosing Party; ; (iv) pursuant to respond to a valid subpoena, summons, civil investigative demand order or other order requesting information that is issued through request of any judicial, executive or legislative process Regulatory Authority (each, a "Governmental Regulatory Request"); , or of any recognized stock exchange; (v) based on advice of legal counsel, Receiving to the extent either Party is required by Applicable Law or valid court or governmental agency order to disclose. To , in which case the extent Party receiving such an order must, if permitted by Applicable Law, give prompt notice to the other Party, allowing it to seek a protective order; (vi) to comply with any Applicable Law, or legal or regulatory process, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and related thereto; or (vii) as otherwise required by law, Organization may disclose this Agreement under the Credit Card Accountability Responsibility and Disclosure Act of 2009Applicable Law. (c) A Receiving Party shall use commercially reasonable efforts to: (i) limit access to the Disclosing Party's Confidential Information to those employees, authorized agentsconsultants and, vendorsas applicable, consultantsto EFS's Affiliates, service providers and contractors who EFS Service Providers, Bank's Affiliates or Bank Service Providers, that have a reasonable need to access such Confidential Information in connection with the Credit Cards, the Program or other purposes permitted by this Agreement, Agreement and (ii) obtain contractual only if that Person has agreed to confidentiality commitments substantially similar to obligations at least as restrictive as those set forth in this Section 6.2 from each vendor, consultant, service provider Article 11 (Confidentiality) prior to disclosure. The Receiving Party shall remain responsible to the Disclosing Party for acts or contractor omissions of individuals referred to which in the preceding sentence that if committed by the Receiving Party provides access to would constitute a violation of the Disclosing Receiving Party's Confidential Informationconfidential obligations hereunder. (d) Notwithstanding anything else contained in this Agreement, a Party will not be obligated to take any action with respect to the collection, use or disclosure of information with respect to the Credit Cards or in the Program that such Party believes in good faith would cause, or is reasonably likely to cause, either Party to violate any Applicable Law (including privacy and security laws and the reuse and re-disclosure provisions of the GLBA).

Appears in 1 contract

Samples: Program Management Agreement (H&r Block Inc)

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Limits on Use and Disclosure. (a) Each Party shall comply with, and use commercially reasonable efforts to cause its respective Affiliates, directors, officers, employees, representatives and other agents as applicable, EFS’s Affiliates, EFS Service Providers, Bank’s Affiliates or Bank Service Providers, to comply with the provisions of this Section 6.211.2. (b) A If a Party (the “Receiving Party”) receives Confidential Information of the other Party (the “Disclosing Party”), the Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except: : (i) to perform its obligations or to exercise or enforce its rights with respect to the Program or this Agreement; ; (ii) as expressly permitted by this Agreement; ; (iii) with the prior written consent of the Disclosing Party; ; (iv) pursuant to respond to a valid subpoena, summonsorder or request of any Regulatory Authority (“Regulatory Request”), civil investigative demand or other order requesting information that is issued through of any judicial, executive or legislative process (each, a "Governmental Request"); or recognized stock exchange; (v) based on advice of legal counsel, Receiving to the extent either Party is required by Applicable Law or valid court or governmental agency order to disclose. To , in which case the extent Party receiving such an order must, if permitted by Applicable Law, give prompt notice to the other Party, allowing it to seek a protective order; (vi) to comply with any Applicable Law, or legal or regulatory process, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and related thereto; or (vii) as otherwise required by law, Organization may disclose this Agreement under the Credit Card Accountability Responsibility and Disclosure Act of 2009Applicable Law. (c) A Receiving Party shall use commercially reasonable efforts to: (i) limit access to the Disclosing Party's ’s Confidential Information to those employees, authorized agentsconsultants and, vendorsas applicable, consultantsto EFS’s Affiliates, service providers and contractors who EFS Service Providers, Bank’s Affiliates or Bank Service Providers, that have a reasonable need to access such Confidential Information in connection with the Credit Cards, the Program or other purposes permitted by this Agreement, Agreement and (ii) obtain contractual only if that Person has agreed to confidentiality commitments substantially similar to obligations at least as restrictive as those set forth in this Section 6.2 from each vendor, consultant, service provider Article 11 (Confidentiality) prior to disclosure. The Receiving Party shall remain responsible to the Disclosing Party for acts or contractor omissions of individuals referred to which in the preceding sentence that if committed by the Receiving Party provides access to would constitute a violation of the Disclosing Receiving Party's Confidential Information’s confidential obligations hereunder. (d) Notwithstanding anything else contained in this Agreement, a Party will not be obligated to take any action with respect to the collection, use or disclosure of information with respect to the Credit Cards or in the Program that such Party believes in good faith would cause, or is reasonably likely to cause, either Party to violate any Applicable Law (including privacy and security laws and the reuse and re-disclosure provisions of the GLBA).

Appears in 1 contract

Samples: Program Management Agreement (H&r Block Inc)

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