Termination for Privacy or Security Violation Sample Clauses

Termination for Privacy or Security Violation. A. Notwithstanding any other provision in the Contract, EOHHS may terminate the Contract immediately upon written notice to the Provider if EOHHS determines, in its sole discretion, that the Provider has violated any material term of this Appendix or any material term contained elsewhere in the Contract that pertains to the security or privacy of PI. B. Prior to terminating the Contract as permitted above, EOHHS, in its sole discretion, may provide an opportunity for the Provider to cure the breach or end the violation. If such an opportunity is provided, but cure is not feasible, or the Provider fails to cure the breach or end the violation within a time period set by EOHHS, EOHHS may terminate the Contract immediately upon written notice.
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Termination for Privacy or Security Violation. Notwithstanding any other provision in the Contract, EOHHS may terminate the Contract immediately upon written notice to the Provider if EOHHS determines, in its sole discretion, that the Provider has violated any material term of this Appendix or any material term contained elsewhere in the Contract that pertains to the security or privacy of PI. Prior to terminating the Contract as permitted above, EOHHS, in its sole discretion, may provide an opportunity for the Provider to cure the breach or end the violation. If such an opportunity is provided, but cure is not feasible, or the Provider fails to cure the breach or end the violation within a time period set by EOHHS, EOHHS may terminate the Contract immediately upon written notice. Effects of Termination. Except as provided in Subsection 4.2.B immediately below, upon termination or expiration of the Contract for any reason whatsoever, the Provider shall, at EOHHS’ direction, either return or destroy all PI and Commonwealth Security Information, and the Provider shall not retain any copies of such PI or Commonwealth Security Information in any form. In no event shall the Provider destroy any PI or Commonwealth Security Information without first obtaining EOHHS’ approval. In the event destruction is permitted, the Provider shall destroy PI and Commonwealth Security Information in accord with standards set forth in NIST Special Publication 800-88, Guidelines for Media Sanitization, all Applicable Laws and applicable retention laws and regulations and all data security policies including policies issued by EOHHS and MassIT. This provision shall apply to all PI and Commonwealth Security Information in the possession of the Provider’s subcontractors and agents, and the Provider shall ensure that all such information in the possession of its subcontractors and agents has been returned or destroyed and that no subcontractor or agent retains any copies of such information in any form, in accord with EOHHS’ instructions. If the Provider determines that returning or destroying PI or Commonwealth Security Information is not feasible, the Provider shall provide EOHHS written notification of the conditions that make return or destruction not feasible. If, based on the Provider’s representations, EOHHS concurs that return or destruction is not feasible, the Provider shall extend all protections pertaining to PI and/or Commonwealth Security Information set forth in this Appendix and elsewhere in the Contract to all suc...
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Termination for Privacy or Security Violation. Notwithstanding any other provision in this Agreement or the Professional Services Agreement, Optum may terminate this Agreement and the Professional Services Agreement, in whole or in part, immediately upon written notice, if Optum determines, in its sole discretion, that Contractor has violated any material term of this Agreement or any provision of the Professional Services Agreement pertaining to the security and privacy of any PI.
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Termination for Privacy or Security Violation. Notwithstanding any other provision in this Agreement or the MSA, MassIT may terminate this Agreement and the MSA, in whole or in part, immediately upon written notice, if MassIT, CCA or EOHHS determines, in its sole discretion, that Contractor has violated any material term of this Agreement or any provision of the MSA pertaining to the security and privacy of any PI.
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Related to Termination for Privacy or Security Violation

  • TERMINATION FOR CAUSE BY CONTRACTOR 4.06.1 Contractor may terminate its performance under this Agreement only if the City defaults and fails to cure the default after receiving written notice of it. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and Contractor wishes to terminate the Agreement, then Contractor must deliver a written notice to the Director describing the default and the proposed termination date. The date must be at least 30 days after the Director receives the notice. Contractor, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then Contractor may terminate its performance under this Agreement on the termination date

  • Security Breach Notice and Reporting The Contractor shall have policies and procedures in place for the effective management of Security Breaches, as defined below, which shall be made available to the State upon request.

  • Security Breach Notification In addition to the information enumerated in Article V, Section 4(1) of the DPA Standard Clauses, any Security Breach notification provided by the Provider to the LEA shall include: a. A list of the students whose Student Data was involved in or is reasonably believed to have been involved in the breach, if known; and b. The name and contact information for an employee of the Provider whom parents may contact to inquire about the breach.

  • Personal Data Breach Notification SAP will notify Customer without undue delay after becoming aware of any Personal Data Breach and provide reasonable information in its possession to assist Customer to meet Customer’s obligations to report a Personal Data Breach as required under Data Protection Law. SAP may provide such information in phases as it becomes available. Such notification shall not be interpreted or construed as an admission of fault or liability by SAP.

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • TERMINATION FOR CAUSE BY CITY 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

  • Termination for Cause by Company Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.

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