Requests to Release NYS Confidential Information to Third Parties Sample Clauses

Requests to Release NYS Confidential Information to Third Parties. Except where expressly prohibited by law, Contractor shall immediately notify and provide to ITS a copy of any request, subpoena, warrant, judicial or court order, administrative order, or arbitral order of an executive or administrative agency or other governmental authority of competent jurisdiction (a “Demand”) that it receives and which relates to or requires production of NYS Confidential Information that Contractor is processing or storing on the State's behalf. If Contractor is required to produce NYS Confidential Information in response to a Demand, Contractor will provide ITS with the NYS Confidential Information in its possession that it plans to produce in response to the Demand prior to production of such NYS Confidential Information. Except as otherwise required by law, Contractor shall provide ITS reasonable time to assert its rights with respect to the withholding of such NYS Confidential Information from production. If the State is required to produce NYS Confidential Information in response to a Demand, Contractor will, at the State’s request and unless expressly prohibited by law, produce to the State any NYS Confidential Information in its possession that may be responsive to the Demand and shall provide assistance as is reasonably required for the State to respond to the Demand in a timely manner. This assistance may include Contractor upon request disclosing to ITS Contractor's processes for responding to subpoenas, service of process, and other legal requests and a description of Contractor Staff roles and responsibilities related to electronic discovery, litigation holds, discovery searches, and expert testimonies. ITS acknowledges that Contractor has no responsibility under this Contract to interact directly with the entity making the Demand. The Parties agree that ITS' execution of this Contract does not constitute consent to the release or production of NYS Confidential Information.
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Related to Requests to Release NYS Confidential Information to Third Parties

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • HANDLING OF CONFIDENTIAL INFORMATION The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.

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