Systems Access. If XYZ grants Vendor the right to access the XYZ’s online tools allowing for the electronic presentment of certain Confidential Information (“System”) that XYZ makes available to provide up-to-date information on Program participation and related information, the following conditions apply: The System, and any documentation with respect to the System, shall be treated as Confidential Information as defined in this Agreement and subject to the same confidentiality restrictions contained herein. Any content, tools, or other materials appearing on the System are the intellectual property of XYZ and/or its licensors and may not be copied, reproduced, licensed, or sold by Vendor. Further, access to the System shall not be construed as conferring any license of XYZ’s or its licensors intellectual property rights. Vendor agrees not to modify, alter , or deface any trademarks, service marks, or other intellectual property of XYZ made available through the System. Vendor further agrees not to adapt, translate, modify, decompile, disassemble, or reverse engineer the System or any software or programs used in connection with the System. XYZ will assign a User ID and password to each Vendor user (a “User”). Users may not disclose or otherwise make User IDs or passwords available to any third party. If a User ceases to be a User for any reason, including a change in roles within Vendor’s organization or termination of employment, or the User otherwise discloses his or her intent to resign, Vendor shall notify XYZ within two (2) business days so that XYZ can disable the applicable User ID and password. Vendor is responsible for any and all breaches of security relating to the use of a User’s User ID and password until XYZ has disabled that User ID and password. Vendor also agrees to comply with XYZ’s security measures which XYZ will notify Vendor of in writing with respect to Vendor’s access and use of the System. If there is a breach or suspected breach of a User ID or password, Vendor and/or the User must notify XYZ immediately by telephone and promptly follow up with a notice in writing sent via email. Vendor shall maintain reasonable and appropriate security procedures to prevent unauthorized access to Confidential Information in its office(s) or system(s). Further, such procedures shall comply with data security standards that may be imposed by the Privacy and Security Rules of HIPAA, as well as all other applicable laws and regulations. XYZ reservices the right to terminate Vendor’s access at any time to the System. Access to the System will automatically terminate on the date Vendor’s business relationship with Client ends. Upon termination of System access, Vendor will cease all use of the System.
Appears in 4 contracts
Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
