Common use of Ownership and Protection of LAUSD Information Clause in Contracts

Ownership and Protection of LAUSD Information. (a) Confidential Information (and any derivative works thereof or modifications thereto) is and will remain the exclusive property of LAUSD or its licensors, as applicable. Contractor will not possess or assert any lien or other right against or to Confidential Information. No Confidential Information, or any part thereof (including, without limitation, any LAUSD Data), will be sold, assigned, leased, or otherwise disposed of to third parties by Contractor or commercially exploited by or on behalf of Contractor, its employees or agents. (b) During the course and scope of its services hereunder, Contractor may gain knowledge of or have access to Confidential Information, or otherwise have Confidential Information disclosed to it. Contractor understands that Confidential Information is made available to it only to the extent necessary to perform its duties within the course and scope of this Agreement, and Contractor and the Contractor Personnel will use Confidential Information for no other purpose. Contractor agrees that neither it nor the Contractor Personnel shall, directly or indirectly, disclose, use or distribute any Confidential Information to any third party without LAUSD’s prior written consent. Contractor will disclose Confidential Information only to Contractor Personnel with a need to access such data as a necessary part of the performance of the Services. (c) Contractor acknowledges and agrees that LAUSD Data includes confidential student and employee information that is protected by applicable law, including but not limited to, FERPA, HIPAA and State student data privacy laws. Contractor Personnel may, by nature of the Services, have the ability to defeat security provisions on LAUSD devices and may, by the nature of their work, have access to systems and devices containing Confidential Information, but have no need to actually access such Confidential Information in order to perform Services. Contractor therefore agrees to use its best efforts to avoid unnecessary exposure by Contractor Personnel to Confidential Information. (d) In the event a Work Order requires Contractor to have access to Confidential Information of students, Contract agrees to further comply with the requirements of California Education Code section 49073.1 and enter into a Data Use Agreement, substantially in the form of Schedule E, attached hereto and made a part hereof. Contractor agrees to inform XXXXX whenever access is sought by Contractor or Contractor Personnel to student or employee data files. (e) Upon request, Contractor will propose, for LAUSD review and approval, policies and procedures for informing Contractor Personnel of restrictions regarding access to and use of Confidential Information and for monitoring compliance with such restrictions and with the terms of this Article 15. (f) Contractor will cooperate, and will cause Contractor Personnel to cooperate, fully in resolving any actual or suspected acquisition or misuse of Confidential Information. (g) Data Privacy If Contractor is an operator of an Internet website, online service, online application, or mobile application, Contractor shall comply with the requirements of California Business and Professions Code sections 22580 through 22585 (notwithstanding statute operative dates), and LAUSD policy as follows: (i) Contractor shall not (a) knowingly engage in targeted advertising on the Contractor’s site, service or application to District students or their parents or legal guardians; (b) use a student’s personally identifiable information (“PII”) or other non-public information (e.g., metadata) to amass a profile about a District student; (c) sell information, including PII; or (d) disclose PII without the District’s written permission.

Ownership and Protection of LAUSD Information. (a) Confidential Information (and any derivative works thereof or modifications thereto) is and will remain the exclusive property of LAUSD or its licensors, as applicable. Contractor will not possess or assert any lien or other right against or to Confidential Information. No Confidential Information, or any part thereof (including, without limitation, any LAUSD Data), will be sold, assigned, leased, or otherwise disposed of to third parties by Contractor or commercially exploited by or on behalf of Contractor, its employees or agents. (b) During the course and scope of its services hereunder, Contractor may gain knowledge of or have access to Confidential Information, or otherwise have Confidential Information disclosed to it. Contractor understands that Confidential Information is made available to it only to the extent necessary to perform its duties within the course and scope of this Agreement, and Contractor and the Contractor Personnel will use Confidential Information for no other purpose. Contractor agrees that neither it nor the Contractor Personnel shall, directly or indirectly, disclose, use or distribute any Confidential Information to any third party without LAUSD’s prior written consent. Contractor will disclose Confidential Information only to Contractor Personnel with a need to access such data as a necessary part of the performance of the Services. (c) Contractor acknowledges and agrees that LAUSD Data includes confidential student and employee information that is protected by applicable law, including but not limited to, FERPA, HIPAA and State student data privacy laws. Contractor Personnel may, by nature of the Services, have the ability to defeat security provisions on LAUSD devices and may, by the nature of their work, have access to systems and devices containing Confidential Information, but have no need to actually access such Confidential Information in order to perform Services. Contractor therefore agrees to use its best efforts to avoid unnecessary exposure by Contractor Personnel to Confidential Information. (d) In the event a Work Order requires Contractor to have access to Confidential Information of students, Contract agrees to further comply with the requirements of California Education Code section 49073.1 and enter into a Data Use Agreement, substantially in the form of Schedule E, attached hereto and made a part hereof. Contractor further agrees to comply, and agrees to require Contractor Personnel to comply, with all applicable laws relating to access, use and disclosure of Confidential Information and any LAUSD Data embodied therein. Contractor agrees to inform XXXXX LAUSD whenever access is sought by Contractor or Contractor Personnel to student or employee data files. (e) Upon request, Contractor will propose, for LAUSD review and approval, policies and procedures for informing Contractor Personnel of restrictions regarding access to and use of Confidential Information and for monitoring compliance with such restrictions and with the terms of this Article 15. (f) Contractor will cooperate, and will cause Contractor Personnel to cooperate, fully in resolving any actual or suspected acquisition or misuse of Confidential Information. (g) Data Privacy If Contractor is an operator of an Internet website, online service, online application, or mobile application, Contractor shall comply with the requirements of California Business and Professions Code sections 22580 through 22585 (notwithstanding statute operative dates), and LAUSD policy as follows: (i) Contractor shall not (a) knowingly engage in targeted advertising on the Contractor’s site, service or application to District students or their parents or legal guardians; (b) use a student’s personally identifiable information (“PII”) or other non-public information (e.g., metadata) to amass a profile about a District student; (c) sell information, including PII; or or (d) disclose PII without the District’s written permission.

Ownership and Protection of LAUSD Information. (a) Confidential Information (and any derivative works thereof or modifications thereto) is and will remain the exclusive property of LAUSD or its licensors, as applicable. Contractor will not possess or assert any lien or other right against or to Confidential Information. No Confidential Information, or any part thereof (including, without limitation, any LAUSD Data), will be sold, assigned, leased, or otherwise disposed of to third parties by Contractor or commercially exploited by or on behalf of Contractor, its employees or agents. (b) During the course and scope of its services hereunder, Contractor may gain knowledge of or have access to Confidential Information, or otherwise have Confidential Information disclosed to it. Contractor understands that Confidential Information is made available to it only to the extent necessary to perform its duties within the course and scope of this Agreement, and Contractor and the Contractor Personnel will use Confidential Information for no other purpose. Contractor agrees that neither it nor the Contractor Personnel shall, directly or indirectly, disclose, use or distribute any Confidential Information to any third party without LAUSD’s prior written consent. Contractor will disclose Confidential Information only to Contractor Personnel with a need to access such data as a necessary part of the performance of the Services. (c) Contractor acknowledges and agrees that LAUSD Data includes confidential student and employee information that is protected by applicable law, including but not limited to, FERPA, HIPAA and State student data privacy laws. Contractor Personnel may, by nature of the Services, have the ability to defeat security provisions on LAUSD devices and may, by the nature of their work, have access to systems and devices containing Confidential Information, but have no need to actually access such Confidential Information in order to perform Services. Contractor therefore agrees to use its best efforts to avoid unnecessary exposure by Contractor Personnel to Confidential Information. (d) In the event a Work Order requires Contractor to have access to Confidential Information of students, Contract agrees to further comply with the requirements of California Education Code section 49073.1 and enter into a Data Use Agreement, substantially in the form of Schedule E, attached hereto and made a part hereof. Contractor further agrees to comply, and agrees to require Contractor Personnel to comply, with all applicable laws relating to access, use and disclosure of Confidential Information and any LAUSD Data embodied therein. Contractor agrees to inform XXXXX whenever access is sought by Contractor or Contractor Personnel to student or employee data files. (e) Upon request, Contractor will propose, for LAUSD review and approval, policies and procedures for informing Contractor Personnel of restrictions regarding access to and use of Confidential Information and for monitoring compliance with such restrictions and with the terms of this Article 15. (f) Contractor will cooperate, and will cause Contractor Personnel to cooperate, fully in resolving any actual or suspected acquisition or misuse of Confidential Information. (g) Data Privacy If Contractor is an operator of an Internet website, online service, online application, or mobile application, Contractor shall comply with the requirements of California Business and Professions Code sections 22580 through 22585 (notwithstanding statute operative dates), and LAUSD policy as follows: (i) Contractor shall not (a) knowingly engage in targeted advertising on the Contractor’s site, service or application to District students or their parents or legal guardians; (b) use a student’s personally identifiable information (“PII”) or other non-public information (e.g., metadata) to amass a profile about a District student; (c) sell information, including PII; or or (d) disclose PII without the District’s written permission.