Common use of Safeguarding Confidential Information Clause in Contracts

Safeguarding Confidential Information. a. Confidential Information collected, used or acquired in connection with this Contract shall be used solely for the purposes of this Contract. CONTRACTOR shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with the performance of the services, except: (1) As provided by law; or, (2) In the case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. b. The CONTRACTOR agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access, use, disclosure, modification or loss of Confidential Information. This duty requires the CONTRACTOR to employ reasonable security measures, which includes, but it not limited to, restricting access to the Confidential Information by: (1) allowing access only to staff that have an authorized business requirement to view the Confidential Information; (2) physically securing any computers, documents, or other media containing the Confidential Information, including storing Confidential Information in an area that is safe from access by unauthorized persons during duty hours as well as non-duty hours; and (3) protecting Confidential Information in a manner which prevents unauthorized persons from retrieving the Confidential Information by means of computer, remote terminal or other means. The COUNTY reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used or acquired by the CONTRACTOR through this Contract. To the extent allowed by law, the CONTRACTOR shall certify the return or destruction of all Confidential Information upon expiration of this Contract. c. Contractor shall report to COUNTY, either orally or in writing, any data compromise involving Confidential Information collected, used, or acquired in connection with this Contract, or circumstances that could have resulted in unauthorized access to or disclosure or use of Confidential Information, including any reasonable belief that an unauthorized individual has accessed Confidential Information, immediately upon discovery, but in no event more than one business day after Contractor discovered the issue. Oral reports by Contractor will be reduced to writing and supplied to the COUNTY as soon as reasonably practicable, but in no event more than forty-eight (48) hours after the oral report. d. Any breach of this Section may result in termination of the Contract and the demand for return of all records in connection with this Contract. The CONTRACTOR agrees to indemnify and hold harmless the COUNTY for any damages related to the CONTRACTOR’S unauthorized use or disclosure of Confidential Information. e. The provisions of this Section shall be included in any CONTRACTOR’S subcontract(s) relating to the services provide under this Contract. f. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g., protected health information) must be destroyed through shredding, pulping, or incineration.

Safeguarding Confidential Information. a. Recipient will hold in confidence and not possess or use any Confidential Information collectedexcept to the extent actually required to perform the duties of his or her employment with Company, used or acquired in connection with this Contract shall be used solely for the purposes of this Contract. CONTRACTOR shall and will not use, publish, transfer, sell or otherwise disclose any Confidential Information gained except as expressly permitted by reason this Agreement. Recipient shall not disseminate, share, post, sell and/or license the Confidential Information except as expressly permitted by this Agreement. Recipient shall not publish, authorize or cause to be published, or otherwise assist or cooperate in the preparation or presentation of, any publication of this Contract for any purpose kind that is not directly connected with the performance includes or makes use of the services, except: (1) As provided by law; or, (2) In the case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. b. The CONTRACTOR agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access, use, disclosure, modification or loss of any Confidential Information. This duty requires the CONTRACTOR to employ reasonable security measures, which includes, but it not limited to, restricting access to the Confidential Information by: (1) allowing access only to staff Recipient understands and agrees that have an authorized business requirement to view the Confidential Information; (2) physically securing any computers, documents, or other media containing the all communications in public concerning Confidential Information, including storing even with fellow employees and independent contractors of Company, constitute a breach of this Agreement if such communications might reasonably be overheard by a third party. Recipient will use Recipient’s best efforts at all times to safeguard all Confidential Information in an area that is safe from access by unauthorized persons during duty hours as well as non-duty hours; loss, theft, damage and (3) protecting destruction. Recipient will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information, no matter how such Confidential Information was obtained by Recipient. Recipient hereby acknowledges that Recipient has no right, title or interest in a manner which prevents unauthorized persons from retrieving the any Confidential Information, and no right to make any use of such Confidential Information except as expressly set forth in this Agreement. Any gain or profit of any kind or nature obtained or derived by means of computer, remote terminal or other means. The COUNTY reserves the right to monitor, audit, or investigate Recipient from the use or exploitation of Confidential Information collectedshall be held in trust by Recipient for the express benefit of Company and shall be remitted to Company by Recipient, used unless Recipient establishes that such use or acquired by exploitation did not violate the CONTRACTOR through this Contract. To the extent allowed by law, the CONTRACTOR shall certify the return or destruction of all Confidential Information upon expiration terms of this ContractAgreement. c. Contractor shall report to COUNTY, either orally or in writing, any data compromise involving Confidential Information collected, used, or acquired in connection with this Contract, or circumstances that could have resulted in unauthorized access to or disclosure or use of Confidential Information, including any reasonable belief that an unauthorized individual has accessed Confidential Information, immediately upon discovery, but in no event more than one business day after Contractor discovered the issue. Oral reports by Contractor will be reduced to writing and supplied to the COUNTY as soon as reasonably practicable, but in no event more than forty-eight (48) hours after the oral report. d. Any breach of this Section may result in termination of the Contract and the demand for return of all records in connection with this Contract. The CONTRACTOR agrees to indemnify and hold harmless the COUNTY for any damages related to the CONTRACTOR’S unauthorized use or disclosure of Confidential Information. e. The provisions of this Section shall be included in any CONTRACTOR’S subcontract(s) relating to the services provide under this Contract. f. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g., protected health information) must be destroyed through shredding, pulping, or incineration.

Safeguarding Confidential Information. a. Confidential Information collected, used or acquired in connection with this Contract shall be used solely for the purposes of this Contract. CONTRACTOR shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with the performance of the services, except: (1) As provided by law; or, (2) In the case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. b. The CONTRACTOR agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access, use, disclosure, modification or loss of Confidential Information. This duty requires the CONTRACTOR to employ reasonable security measures, which includes, but it not limited to, includes restricting access to the Confidential Information by: (1) allowing access only to staff that have an authorized business requirement to view the Confidential Information; and (2) physically securing any computers, documents, or other media containing the Confidential Information, including storing Confidential Information in an area that is safe from access by unauthorized persons during duty hours as well as non-duty hours; and (3) protecting Confidential Information in a manner which prevents unauthorized persons from retrieving the Confidential Information by means of computer, remote terminal or other means. The COUNTY reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used or acquired by the CONTRACTOR through this Contract. To the extent allowed by law, the CONTRACTOR shall certify the return or destruction of all Confidential Information upon expiration of this Contract. c. Contractor shall report to COUNTY, either orally or in writing, any data compromise involving Confidential Information collected, used, or acquired in connection with this Contract, or circumstances that could have resulted in unauthorized access to or disclosure or use of Confidential Information, including any reasonable belief that an unauthorized individual has accessed Confidential Information, immediately upon discovery, but in no event more than one business day after Contractor discovered the issue. Oral reports by Contractor will be reduced to writing and supplied to the COUNTY as soon as reasonably practicable, but in no event more than forty-eight (48) hours after the oral report. d. Any breach of this Section may result in termination of the Contract and the demand for return of all records in connection with this Contract. The CONTRACTOR agrees to indemnify and hold harmless the COUNTY for any damages related to the CONTRACTOR’S unauthorized use or disclosure of Confidential Information. e. d. The provisions of this Section shall be included in any CONTRACTOR’S subcontract(s) relating to the services provide under this Contract. f. e. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g., protected health information) must be destroyed through shredding, pulping, or incineration.