Common use of Nondisclosure and Confidentiality Clause in Contracts

Nondisclosure and Confidentiality. Contractor agrees that all confidential information shall be used only for purposes of providing the deliverables and performing the services specified herein and shall not disseminate or allow dissemination of confidential information except as provided for in this section. The contractor shall hold as confidential and will use reasonable care (including both facility physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, the confidential information. “Reasonable care” means compliance by the contractor with all applicable federal and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to or use of the confidential information. Confidential information, as used herein, means any data, files, software, information or materials (whether prepared by the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines (i) provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contract, or (ii) acquired, obtained or learned by the contractor or a contractor agent in the performance of this contract. Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and such disclosure of the confidential information is required under applicable state of federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request. If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice of the requested disclosure of confidential information by the contractor must be provided to the state within a reasonable time after the contractor’s receipt of notice of the requested disclosure and, upon request of the state, shall seek to obtain legal protection from the release of the confidential information. The following information shall not be considered confidential information: information previously known to be public information when received from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general public.

Nondisclosure and Confidentiality. Contractor agrees that all confidential information shall Except as may be used only for purposes required by applicable law or a court of providing the deliverables and performing the services specified herein and shall not disseminate or allow dissemination of confidential information except as provided for in this section. The contractor shall hold as confidential and will use reasonable care (including both facility physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties ofcompetent jurisdiction, the confidential information. “Reasonable care” means compliance by Contractor, its officers, agents, employees, and subcontractors shall maintain strict confidence with respect to Confidential Information to which the contractor with all applicable federal Contractor, its officers, agents, employees, and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to or use of the confidential informationsubcontractors have access. Confidential information, as used herein, means any data, files, software, information or materials (whether prepared by Information may be shared within the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines (i) provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contract, or (ii) acquired, obtained or learned by the contractor or a contractor agent in the performance of this contract. Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and such disclosure of the confidential information is required under applicable state of federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( Contractor’s Enterprise only to the extent such notice necessary to provide the state is permitted by applicable law) Deliverables or Services identified in the Transaction Document. This representation shall survive termination of this Agreement. For purposes of this Agreement, all Authorized User information of which Contractor, its officers, agents, employees, and giving subcontractors becomes aware during the state opportunity course of performing Services for the Authorized User shall be deemed to review be Confidential Information (oral, visual or written). Notwithstanding the request. If the contractor receives no objection from the stateforegoing, it may release the confidential information within 30 days. Notice which falls into any of the requested disclosure of confidential information by the contractor must be provided to the state within a reasonable time after the contractor’s receipt of notice of the requested disclosure and, upon request of the state, shall seek to obtain legal protection from the release of the confidential information. The following information categories shall not be considered confidential information: Confidential Information: (a) information that is previously rightfully known to the receiving party without restriction on disclosure; (b) information that becomes, from no act or failure to act on the part of the receiving party, generally known in the relevant industry or is in the public domain; (c) information that is independently developed by Contractor without use of Confidential Information of the Authorized User; (d) information obtained from a source other than the State or an Authorized User without obligation of confidentiality; and (e) information disclosed by the State or an Authorized User without obligation of confidentiality. Contractor shall never disclose information which Federal, State statute, or regulation prohibits from disclosure. Other Confidential Information disclosed under this Agreement will be public information when received subject to this Agreement for five years following the initial date of disclosure. The Contractor may use in its business activities the ideas, concepts and know-how contained in Confidential Information which are retained in the memories of Contractor's employees who have had access to the Confidential Information under this Agreement. Nothing in this paragraph permits the Contractor to disclose the source of information, or any of the State's or Authorized User’s financial or personnel data or business plans. Contractor shall fully indemnify and save harmless the Authorized User from any loss or damage to the Authorized User resulting from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable disclosure by the general publicContractor, its officers, agents, employees, and subcontractors of such Confidential Information.

Nondisclosure and Confidentiality. Contractor agrees that Transferor considers all Material transferred, any knowledge conveyed under this Agreement with respect to the Material, and all information relating to the Material, including any test results, to be confidential information of Transferor (“Confidential Information”). Transferee shall be used only for purposes hold in the strictest of providing the deliverables and performing the services specified herein and confidence all Confidential Information. Without prior written consent of Transferor, Transferee shall not disseminate disclose Confidential Information, nor permit such Confidential Information to be disclosed, to any other person or allow dissemination entity other than those employees of confidential Transferee who have a bona fide need to know the Confidential Information. Transferee will not use or permit the use of Confidential Information for any purpose other than as set forth in Section 1 without the prior written consent of Transferor. Notwithstanding the foregoing, Confidential Information does not include information except that: (a) is already in Transferee’s possession at the time of disclosure by Transferor without restriction on use or obligation of confidentiality, as provided for in this section. The contractor shall hold as confidential and will use reasonable care established by relevant documentary evidence; (including both facility physical security and electronic securityb) is or later becomes, through no wrongful act or omission on the part of Transferee, generally available to prevent unauthorized access bythe public; (c) is furnished to Transferee by a third party that does not have an obligation of confidentiality, storagedirect or indirect, disclosure, publication, dissemination to and/or use Transferor; or (d) is independently developed by third parties of, the confidential information. “Reasonable care” means compliance by the contractor with all applicable federal and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to Transferor without reliance on or use of the confidential information. Confidential informationInformation, as used hereinestablished by relevant documentary evidence. Transferee may disclose Confidential Information if required by law or government regulation; provided, means any datahowever, files, software, information or materials (whether prepared by the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines Transferee shall first (i) provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contractprovide Transferor prompt notice of such required disclosure, or (ii) acquired, obtained or learned by the contractor or assist Transferor in obtaining a contractor agent in the performance of this contract. Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research dataprotective order with respect to such Confidential Information, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and iii) only disclose such disclosure of the confidential information Confidential Information as is required under applicable state law or government regulation on the advice of federal law, regulation, governmental or regulatory authority, counsel. Transferee acknowledges that monetary remedies may be inadequate to protect the contractor may disclose the confidential information after providing the state with written notice confidentiality of the requested disclosure ( Confidential Information and that injunctive relief may be appropriate for Transferor to protect its rights hereunder. Transferee acknowledges that Transferor may be irreparably damaged to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request. If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice that any of the requested terms of this Agreement are violated and agrees that Transferor may seek (I) issuance of an injunction restraining the unauthorized copying, duplication, use, dissemination or disclosure of confidential information by the contractor must any Confidential Information, or (II) any other legal or equitable remedies, which shall be provided to the state within a reasonable time after the contractor’s receipt cumulative with and not exclusive of notice any other remedy or remedies. Upon expiration of the requested disclosure andTerm or earlier termination of this Agreement, upon request Transferee shall return or destroy any Material or Confidential Information in its possession, including tested samples and certify such return or destruction to Transferor. This Section 6 shall survive the expiration or earlier termination of the state, shall seek to obtain legal protection from the release of the confidential information. The following information shall not be considered confidential information: information previously known to be public information when received from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general publicthis Agreement.

Nondisclosure and Confidentiality. Contractor agrees that all confidential information shall be used only for purposes of providing the deliverables and performing the services specified herein and shall not disseminate or allow dissemination of confidential information except as provided for in this section. The contractor shall hold as confidential and will use reasonable care (including both facility physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, the confidential information. “Reasonable care” means compliance by the contractor with all applicable federal and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to or use of the confidential information. Confidential information, as used herein, means any data, files, software, information or materials (whether prepared by the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines (i) provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contract, or (ii) acquired, obtained or learned by the contractor or a contractor agent in the performance of this contract. Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and such disclosure of the confidential information is required under applicable state of federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request. If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice of the requested disclosure of confidential information by the contractor must be provided to the state within a reasonable time after the contractor’s receipt of notice of the requested disclosure and, upon request of the state, shall seek to obtain legal protection from the release of the confidential information. The following information shall not be considered confidential information: information previously known to be public information when received from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general public.. APPENDIX B1

Nondisclosure and Confidentiality. The following shall supplement the requirements of Section 9 (b) of Appendix B to Contract PM67350 – Confidential/Trade Secret Materials, Commissioner or Authorized User. All Authorized User Data is owned exclusively by the Authorized User and will remain the property of the Authorized User for the sole use of performing an Authorized User Agreement issued under this Aggregate Agreement. Only the Authorized User or entities authorized in writing by the Authorized User will determine the terms and conditions of access to the Data. All Authorized User Data shall be considered Confidential Information subject to the terms of the resulting Authorized User Agreement and shall not be released to any third party without explicit written permission from the Authorized User’s Information Security Officer or designee. Except as may be required by applicable law or a court of competent jurisdiction, the Contractor, its officers, agents, employees, subcontractors, if any, shall maintain strict confidence with respect to any Confidential Information to which the Contractor, its officers, agents, employees, and subcontractors, if any, have access. The terms of this Section shall survive termination or expiration of this Aggregate Agreement. Contractor agrees that all confidential information its officers, agents, employees, and subcontractors, if any, performing Services for the State and Authorized Users under this Aggregate Agreement shall be used only for made aware of and shall agree in writing to the terms of this Section. For purposes of providing this Aggregate Agreement, all State and Authorized User information of which Contractor, its officers, agents, employees, and subcontractors, if any, becomes aware during the deliverables course of performing Services for the Authorized User shall be deemed to be Confidential Information (oral, visual or written). All information will be accounted for by the Contractor upon receipt and performing properly stored before, during, and after processing. In addition, all related output will be given the services specified herein and shall not disseminate or allow dissemination same level of confidential information except protection as provided required for in this sectionthe source material. The contractor shall hold as confidential Contractor agrees that the Data processed during the performance of the Aggregate Agreement will be completely purged or destroyed in compliance with the CJIS sanitization and disposal standards section 5.8.3 and 5.8.4 (xxxx://xxx.xxx.xxx/about-us/cjis/cjis-security-policy-resource-center) and the NYS Security Standard NYS-S13-003 for Sanitization/Secure Disposal (xxxxx://xxx.xxx.xx.xxx/eiso/policies/security), or their successor policies, from all data storage components of the Contractor's computer facility and no output will use reasonable care (including both facility physical security and electronic security) be retained by the Contractor at the time the work is completed, except for the documents required to be maintained pursuant to paragraph 10 of Appendix A to Contract PM67350. If immediate purging of all data storage components is not possible, the Contractor will certify that any Data remaining in any storage component will be safeguarded to prevent unauthorized access bydisclosures in accordance with FBI CJIS Security Policy. The Contractor will be responsible for the destruction of any intermediate hard copy printouts and will provide the Authorized User Project Manager or his/her designee, storagewith a statement containing the date of the destruction, description of material destroyed, and the method used. In the event that it becomes necessary for the Contractor to receive Confidential Information, which Federal or State statute or regulation prohibits from disclosure, publicationthe Contractor hereby agrees to return or destroy all such Confidential Information that has been received from the Authorized User when the purpose that necessitated its receipt by the Contractor has been completed. In addition, dissemination Contractor agrees not to and/or use by third parties ofretain any Confidential Information which Federal or State statute or regulation prohibits from disclosure after termination or expiration of the Aggregate Agreement, any Authorized User Agreement, and Contract PM67350. Notwithstanding the foregoing, if the return or destruction of the Confidential Information is not feasible, the confidential information. “Reasonable care” means compliance Contractor agrees to extend the protections of this section and Contract PM67350 for as long as necessary to protect the Confidential Information and to limit any further use or disclosure of that Confidential Information by the contractor Contractor. If Contractor elects to purge or destroy the Confidential Information, it shall be in compliance with the CJIS sanitization and disposal standards (xxxx://xxx.xxx.xxx/about-us/cjis/cjis-security-policy-resource-center) and the NYS Security Standard NYS-S13-003 for Sanitization/Secure Disposal (xxxxx://xxx.xxx.xx.xxx/eiso/policies/security) to achieve the same and notify the Authorized User accordingly. The Contractor agrees that it will use all applicable federal and state lawappropriate safeguards to prevent any unauthorized use or unauthorized disclosure of the Authorized User's Confidential Information, which Federal or State statute or regulation prohibits from disclosure. The Contractor shall never disclose information which Federal, State statute, or regulation prohibits from disclosure. The Contractor agrees that it shall immediately report to the Authorized User as appropriate, the discovery of any unauthorized use or unauthorized disclosure of such Confidential Information of the Authorized User information directly to the Authorized User's information security office. It shall be a breach of the security of the system if Authorized User Confidential Information is disclosed to any unauthorized persons, including to agents, employees, officers, partners or subcontractors of Contractor who have not been authorized by the Social Security Act and HIPAAAuthorized User to receive such Confidential Information. The contractor must promptly In the event of a breach of Confidential Information Contractor shall immediately notify the state in writing if it becomes aware of any storageAuthorized User information security office and, disclosure, loss, unauthorized access to or use with the cooperation of the confidential informationAuthorized User or authorized designee, attempt to (i) determine the scope of the breach; and (ii) prevent the future recurrence of such security breaches. Confidential information, Except as used herein, means any data, files, software, information or materials (whether prepared otherwise instructed by the state Authorized User or its agents authorized designee, upon the discovery of such breach Contractor shall first consult with and receive authorization from the Authorized User or advisors) authorized designee prior to notifying any parties to whom it is required to provide notice as prescribed by the New York State Information Security Breach and Notification Act of 2005 (ISBNA). Nothing herein shall in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential any way impair any authority of the New York State Attorney General to bring an action against Contractor to enforce the provisions of ISBNA. In the event of a breach of the security of the system (as defined by State ISBNA) caused by Contractor's negligent or willful acts or omissions, or the negligent or willful acts or omissions of Alaska classification and categorization guidelines (i) provided Contractor's agents, officers, employees or subcontractors, Contractor shall be responsible for all costs associated with providing the notice required by the state ISBNA. Contractor shall hold the Authorized User and NY State harmless from any loss or damage to the contractor or a contractor agent or otherwise made available to State resulting from the contractor or a contractor agent in connection with this contract, or (ii) acquired, obtained or learned disclosure by the contractor Contractor, its officers, agents, employees, and subcontractors of such Confidential Information. The Authorized User will have the right to terminate the Authorized User Agreement for cause if the Contractor fails to provide the safeguards described above or it is determined that the Contractor has violated a contractor agent in the performance material term of this contractSection. Examples of confidential Notwithstanding the language contained in this Section, the Contractor may release any information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by final order issued from a third party and such disclosure Court of competent jurisdiction, provided the State, or other Authorized User, as applicable has had an opportunity to be heard. Notwithstanding the foregoing, information which falls into any of the confidential information is required under applicable state of federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request. If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice of the requested disclosure of confidential information by the contractor must be provided to the state within a reasonable time after the contractor’s receipt of notice of the requested disclosure and, upon request of the state, shall seek to obtain legal protection from the release of the confidential information. The following information categories shall not be considered confidential information: information previously known to be public information when received from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general public.Confidential Information: