Common use of Ownership and Confidentiality Clause in Contracts

Ownership and Confidentiality. A. It is understood that the Bank is the legal owner of all data and records relative to itself which may be in the possession of RDSI and that such data and records may be obtained by the Bank via machine readable form at a reasonable charge determined by RDSI, as stated in Section XVII (Deconversion Considerations) of the Agreement. RDSI is the owner of all programs and documentation. RURBANC DATA SERVICES, INC. B. RDSI and the Bank each agree that all information including, but not limited to business methods, internal operations data and customer records, communicated to it by the other either before or after the effective date of this Agreement, was and shall be received in strict confidence, shall be used only for the purposes of this Agreement, and that no such information shall be disclosed by the recipient party without the prior written consent of the other party, and each agrees that each party will prevent the disclosure to outside parties of the terms and provisions hereof, except as may be necessary by reasons of legal, accounting, or regulatory requirements beyond the reasonable control of RDSI or the Bank, as the case may be. C. This Agreement absolutely prohibits either party from disclosing confidential information of the other, except as required by law or court order or disclosure of information already in the public domain through no fault of either party to the Agreement. Both parties agree to notify the other of any breach of confidentiality. D. RDSI and the Bank agree to indemnify and hold harmless the other from any direct loss, damage cost or expense which the other may sustain or incur by reason of any wrongful use by RDSI or the Bank, as the case may be, of confidential information of the other obtained in the course of the performance of this Agreement. In no event, shall such indemnification extend to claims by or information communicated by third parties not subject to the Agreement. E. RDSI agrees that it will comply with all applicable Federal and State Banking regulations governing the use of disclosure of information provided by the Bank. F. RDSI shall establish and maintain reasonable safeguards against the destruction or loss of the Bank's data in the possession of RDSI. G. RDSI will notify the Bank of any system changes that will effect the Bank's procedures, reports, etc. H. RDSI and the Bank each agree that all Bank information, including hard copy report media as well as on-line data, and all Bank customer data, shall be held in strict confidence, and shall be used only for purposes of the Agreement, and that no such information shall be disclosed without the prior written consent of the Bank. RDSI and Bank each agrees to take all reasonable precautions to prevent the disclosure to outside parties of the terms of this Agreement, except as required by law.

Appears in 1 contract

Samples: Item Processing Services Agreement (Birmingham Bloomfield Bancshares)

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Ownership and Confidentiality. A. It is understood that the Bank is the legal owner of all data and records relative to itself which may be in the possession of RDSI and that such data and records may be obtained by the Bank via machine readable form at a reasonable charge determined by RDSI, as stated in Section XVII XVIII (Deconversion Considerations) of the Agreement. RDSI is the owner of all programs and documentation. RURBANC DATA SERVICES, INC. B. RDSI and the Bank each agree that all information including, but not limited to business methods, internal operations data and customer records, communicated to it by the other either before or after the effective date of this Agreement, was and shall be received in strict confidence, shall be used only for the purposes of this Agreement, and that no such information shall be disclosed by the recipient party without the prior written consent of the other party, and each agrees that each party will prevent the disclosure to outside parties of the terms and provisions hereof, except as may be necessary by reasons of legal, accounting, or regulatory requirements beyond the reasonable control of RDSI or the Bank, as the case may be. C. This Agreement absolutely prohibits either party from disclosing confidential information of the other, except as required by law or court order or disclosure of information already in the public domain through no fault of either party to the Agreement. Both parties agree to notify the other of any breach of confidentiality. D. RDSI and the Bank agree to indemnify and hold harmless the other from any direct loss, damage cost or expense which the other may sustain or incur by reason of any wrongful use by RDSI or the Bank, as the case may be, of confidential information of the other obtained in the course of the performance of this Agreement. In no event, shall such indemnification extend to claims by or information communicated by third parties not subject to the Agreement. E. RDSI agrees that it will comply with all applicable Federal and State Banking regulations governing the use of disclosure of information provided by the Bank. RURBANC DATA SERVICES, INC. F. RDSI shall establish and maintain reasonable safeguards against the destruction or loss of the Bank's data in the possession of RDSI. G. RDSI will notify the Bank of any system changes that will effect the Bank's procedures, reports, etc. H. RDSI and the Bank each agree that all Bank information, including hard copy report media as well as on-line data, and all Bank customer data, shall be held in strict confidence, and shall be used only for purposes of the Agreement, and that no such information shall be disclosed without the prior written consent of the Bank. RDSI and Bank each agrees to take all reasonable precautions to prevent the disclosure to outside parties of the terms of this Agreement, except as required by law.

Appears in 1 contract

Samples: Data Processing Services Agreement (Birmingham Bloomfield Bancshares)

Ownership and Confidentiality. A. It is understood that the Bank is the legal owner of all data and records relative to itself which may be in the possession of RDSI and that such data and records may be obtained by the Bank via machine readable form at a reasonable charge determined by RDSI, as stated in Section XVII XVH (Deconversion Considerations) of the Agreement. RDSI is the owner of all programs and documentation. RURBANC DATA SERVICES, INC. B. RDSI and the Bank each agree that all information including, but not limited to business methods, internal operations data and customer records, communicated to it by the other either before or after the effective date of this Agreement, was and shall be received in strict confidence, shall be used only for the purposes of this Agreement, and that no such information shall be disclosed by the recipient party without the prior written consent of the other party, and each agrees that each party will prevent the disclosure to outside parties of the terms and provisions hereof, except as may be necessary by reasons of legal, accounting, or regulatory requirements beyond the reasonable control of RDSI or the Bank, as the case may be. C. This Agreement absolutely prohibits either party from disclosing confidential information of the other, except as required by law or court order or disclosure of information already in the public domain through no fault of either party to the Agreement. Both parties agree to notify the other of any breach of confidentiality. D. RDSI RDS1 and the Bank agree to indemnify and hold harmless the other from any direct loss, damage cost or expense which the other may sustain or incur by reason of any wrongful use by RDSI or the Bank, as the case may be, of or confidential information of the other obtained in the course of the performance of this Agreement. In no event, shall such indemnification extend to claims by or information communicated by third parties not subject to the Agreement. E. RDSI agrees that it will comply with all applicable Federal and State Banking regulations governing the use of disclosure of information provided by the Bank. F. RDSI shall establish and maintain reasonable safeguards against the destruction or loss of the Bank's data in the possession of RDSI. G. RDSI will notify the Bank of any system changes that will effect the Bank's procedures, reports, etc. H. RDSI RDS1 and the Bank each agree that all Bank information, including hard copy report media as well as on-line data, and all Bank customer data, shall be held in strict confidence, and shall be used only for purposes of the Agreement, and that no such information shall be disclosed without the prior written consent of the Bank. RDSI and Bank each agrees to take all reasonable precautions to prevent the disclosure to outside parties of the terms of this Agreement, except as required by law.

Appears in 1 contract

Samples: Data Processing Services Agreement (Macatawa Bank Corp)

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Ownership and Confidentiality. A. It is understood that the Bank is the legal owner of all data and records relative to itself itself, which may be in the possession of RDSI and that such data and records may be obtained by the Bank via machine readable form at a reasonable charge determined by RDSI, as stated in Section XVII (XVII. Deconversion Considerations) , of the this Agreement. RDSI is the owner of all programs and documentation. RURBANC DATA SERVICES, INC. B. RDSI and the Bank each agree that all information including, but not limited to business methods, internal operations operation data and customer records, communicated to it by the other either before or after the effective date of this Agreement, was and shall be received in strict confidence, shall be used only for the purposes of this Agreement, and that no such information shall be disclosed by the recipient party without the prior written consent of the other party, and each agrees that each party will prevent the disclosure to outside parties of the terms and provisions hereof, except as may be necessary by reasons of legal, accounting, or regulatory requirements beyond the reasonable control of RDSI or the Bank, as the case may be. C. This Agreement absolutely prohibits either party from disclosing confidential information of the other, except as with the usual exceptions of disclosure required by law or court order or disclosure of information already in the public domain through no fault of either party to the Agreement. Both parties agree to notify the other of any breach of confidentiality. . D. RDSI and the Bank agree to indemnify and hold harmless the other from any direct loss, damage cost or expense which the other may sustain or incur by reason of any wrongful use by RDSI or the Bank, as the case may be, of or confidential information of the other obtained in the course of the performance of this Agreement. In no event, shall such indemnification extend to claims by or information communicated by third parties not subject to the this Agreement. . E. RDSI agrees that it will comply with all applicable Federal Federal, State and State Banking Local laws and regulations governing the use of disclosure of information provided by the Bank. . F. RDSI shall establish and maintain reasonable safeguards against the destruction or loss of the Bank's data in the possession of RDSI. . G. RDSI will notify the Bank of any system changes that will effect the Bank's procedures, reports, etc. H. RDSI and the Bank each agree that all Bank information, including hard copy report media as well as on-line data, and all Bank customer data, shall be held in strict confidence, and shall be used only for purposes of the this Agreement, and that no such information shall be disclosed by the recipient party without the prior written consent of the Bank. RDSI , and Bank each agrees to take all reasonable precautions to prevent the disclosure to outside parties of the terms of this Agreement. However, except as disclosure required by lawlaw may be excepted from the general prohibition against disclosure and the Bank, the Bank's parent company and the Bank's counsel may decide whether the Agreement or its terms must be disclosed. I. Upon the occurrence of any default under this Agreement, remedies upon default as outlined in Section XI. Of this Agreement will apply.

Appears in 1 contract

Samples: Data Processing Agreement (Tower Financial Corp)

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