Common use of Preservation of Confidentiality Clause in Contracts

Preservation of Confidentiality. All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State ("State Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and (ii) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activities.

Preservation of Confidentiality. All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State TRS ("State TRS Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State TRS Representatives or from books or records of StateTRS, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State TRS and/or Recipient Recipient, shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by Section 2 of this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Furthermore, Recipient shall not attempt to use Confidential Information to contact or identify any individual to which Confidential Information might pertain. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and (ii) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activities.

Preservation of Confidentiality. All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State ("State Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark xxxx any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and (ii) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activities.

Preservation of Confidentiality. All Confidential Information A. The Parties agree that the following categories of information are confidential: (a1) supplied the names, addresses, identifying numbers, and other identifying information concerning Xxxxxxxx customers, and (2) any other business information identified by any employeeXxxxxxxx as confidential, agent, consultant, or independent contractor of State ("State Representatives") including the data processing and other record-keeping procedures and materials to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative be utilized by Xxxxxxxx in identifying potential members of the Recipient (collectively, the "Recipient Representatives"), (b) obtained Settlement Class and effectuating Xxxxxxxx’x other obligations hereunder. These materials shall collectively be referred to in this Agreement as “Information.” This Information is agreed by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records Parties to constitute highly confidential and proprietary business information. The confidentiality of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient this Information shall be protected and maintained by the Recipient on a confidential basis preliminary approval order and the Recipient final approval order described in this Agreement, both of which shall not use any incorporate by reference all of the Confidential Information for any purposes (provisions set forth in this Section. B. It is agreed that no person, other than as individuals employed by Xxxxxxxx or to whom Xxxxxxxx has expressly permitted by this Agreement). The Recipient access, shall refrain from directly or indirectly disclosing any of the Confidential Information be allowed access to any personInformation, (1) Class Counsel and attorneys and clerical personnel employed by such counsel; and (2) such other persons as the Court may order after hearing on notice to all counsel of record. C. At no time, firmexcept pursuant to Court order after hearing upon notice to all counsel of record, fund, shall any Information be made known or available to any person or entity, or knowingly making any Confidential Information available to any others for any use (other than as individuals specifically described in this Agreement and the individuals employed by Xxxxxxxx or to whom Xxxxxxxx has expressly permitted by access, unless he first signs a statement attesting to the fact that he has read and understands the confidentiality agreement to be executed pursuant to this Agreement). Failure , that he agrees to mark any be bound and to comply with the terms of the Confidential order and that he understands that disclosure of Information to unauthorized persons may constitute contempt of Court. Class Counsel shall immediately deliver any such signed statements to Xxxxxxxx five (5) days prior to disclosure of Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not defined in limitation this Section. D. It is further agreed that within twenty (20) days after performance of all of the foregoing provisionspayment terms of this Agreement is complete, the Recipient shall:any and all Information provided by Xxxxxxxx to Class Counsel or anyone else, and all copies thereof, shall be promptly returned to Xxxxxxxx by Class Counsel (a) Restrict disclosure E. Class Counsel and members/employees/agents of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable their respective firms and appropriate administrative, physical and technological safeguards toplaintiffs’ experts: (i1) prevent use or disclosure of the Confidential will return all Information other than as provided for by produced in connection with this AgreementAgreement to Xxxxxxxx’x counsel; and (ii2) implement administrativewill keep the Information confidential. F. Simultaneously with the return of the Information, physicalClass Counsel shall provide a certification, in form and technical safeguards that reasonably substance satisfactory to Xxxxxxxx, of Class Counsel’s compliance with provisions D and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term E of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activitiesSection XV.