Common use of Obligations with Respect to Confidential Information Clause in Contracts

Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s employees, subcontractors, agents and affiliates (“Contractor Personnel”) will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAA.

Appears in 2 contracts

Samples: Master Independent Contractor Agreement (Tiaa Cref Life Separate Account Va-1), Master Independent Contractor Agreement (Tiaa-Cref Life Separate Account Vli-1)

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Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s 's employees, subcontractors, agents and affiliates (“Contractor "Receiving Party Personnel") will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA MUNICIPALITY to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices policies and procedures of TIAA the Disclosing Party and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark trademark, or proprietary notices contained in the original. Upon the Disclosing Party’s 's request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all the Disclosing Party al memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAA.

Appears in 1 contract

Samples: Master Services Agreement

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Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s employees, subcontractors, agents and affiliates (“Contractor Personnel”) will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s 's engagement with TIAA.

Appears in 1 contract

Samples: Master Independent Contractor Agreement (TIAA-CREF Life Insurance CO)

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