Common use of Treatment and Protection Clause in Contracts

Treatment and Protection. Each Party shall: i. hold in strict confidence all Confidential Information of any other Party; ii. use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDOT may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDOT that are bound by non-disclosure agreements with VDOT. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will such measures be less than reasonable care. Exclusions The term “Confidential Information” does not include information that is: i. in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. obtained independently from a third-party without an obligation of confidentiality to the disclosing Party and without breach of this Contract; iii. developed independently by the receiving Party without reference to the Confidential Information of the other Party; or iv. required to be disclosed under The Virginia Freedom of Information Act (Code §§ 2.2-3700 et seq.) or similar laws or pursuant to a court order. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDOT, Supplier shall, at its own expense, i. promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDOT; or ii. upon written request from VDOT, destroy any Confidential Information in Supplier’s possession or control, and provide VDOT with written certification of the destruction. Additionally, Supplier shall cease all further use of VDOT’s Confidential Information, whether in tangible or intangible form. VDOT shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDOT is not subject to the Commonwealth’s policies, in accordance with VDOT’s own records retention policies.

Appears in 1 contract

Samples: Information Technology Contract

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Treatment and Protection. Each Party shall: i. hold in strict confidence all Confidential Information of any other Party; ii. use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDOT may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDOT that are bound by non-disclosure agreements with VDOT. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will such measures be less than reasonable care. Exclusions The term “Confidential Information” does not include information that is: i. in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. obtained independently from a third-party without an obligation of confidentiality to the disclosing Party and without breach of this Contract; iii. developed independently by the receiving Party without reference to the Confidential Information of the other Party; or iv. required to be disclosed under The Virginia Freedom of Information Act (Code §§ 2.2-3700 et seq.) or similar laws or pursuant to a court order. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDOT, Supplier shall, at its own expense, i. promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDOT; or ii. upon written request from VDOT, destroy any Confidential Information in Supplier’s possession or control, and provide VDOT with written certification of the destruction. Additionally, Supplier shall cease all further use of VDOT’s Confidential Information, whether in tangible or intangible form. VDOT shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDOT is not subject to the Commonwealth’s policies, in accordance with VDOT’s own records retention policies.

Appears in 1 contract

Samples: Information Technology Contract

Treatment and Protection. Each Party shall: i. : hold in strict confidence all Confidential Information of any other Party; ii. ; use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. and not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDOT DCJS may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDOT Application User(s) that are bound by non-disclosure agreements with VDOTDCJS. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will such measures be less than reasonable care. Exclusions The term “Confidential Information” does not include information that is: i. : in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. ; obtained independently from a third-party without an obligation of confidentiality to the disclosing Party and without breach of this Contract; iii. ; developed independently by the receiving Party without reference to the Confidential Information of the other Party; or iv. or required to be disclosed under The Virginia Freedom of Information Act (Code §§ 2.2-3700 et seq.) or similar laws or pursuant to a court order. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDOTthe disclosing DCJS, Supplier shall, at its own expense, i. , promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDOTDCJS; or ii. or upon written request from VDOTDCJS, destroy any Confidential Information in Supplier’s possession or control, and provide VDOT DCJS and Application User with written certification of the destruction. Additionally, Supplier shall cease all further use of VDOTDCJS and the Application User’s Confidential Information, whether in tangible or intangible form. VDOT DCJS and Application Users shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDOT Application User is not subject to the Commonwealth’s policies, in accordance with VDOTthe Application User’s own records retention policies.

Appears in 1 contract

Samples: Solution Contract

Treatment and Protection. Each Party shall: i. hold in strict confidence all Confidential Information of any other Party; ii. use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDOT An Authorized User may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDOT the Authorized User that are bound by non-disclosure agreements with VDOTthe Authorized User. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will such measures be less than reasonable care. Exclusions The term “Confidential Information” does not include information that is: i. in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. obtained independently from a third-party without an obligation of confidentiality to the disclosing Party and without breach of this Contract; iii. developed independently by the receiving Party without reference to the Confidential Information of the other Party; or iv. required to be disclosed under The Virginia Freedom of Information Act (Code §§ 2.2-3700 et seq.) or similar laws or pursuant to a court order. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDOTthe disclosing Authorized User, Supplier shall, at its own expense, i. promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDOTthe disclosing Authorized User; or ii. upon written request from VDOTthe disclosing Authorized User, destroy any Confidential Information in Supplier’s possession or control, and provide VDOT the disclosing Authorized User with written certification of the destruction. Additionally, Supplier shall cease all further use of VDOTthe Authorized User’s Confidential Information, whether in tangible or intangible form. VDOT The Authorized User shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDOT Authorized User is not subject to the Commonwealth’s policies, in accordance with VDOTthe Authorized User’s own records retention policies.

Appears in 1 contract

Samples: Contract

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Treatment and Protection. Each Party shall: i. hold in strict confidence all Confidential Information of any other Party; ii. use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDOT VDSS may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDOT VDSS that are bound by non-disclosure agreements with VDOTVDSS. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will shall such measures be less than reasonable care. Exclusions The term “Confidential Information” does not include information that is: i. in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. obtained independently from a third-party without an obligation of confidentiality to the disclosing Party and without breach of this Contract; iii. developed independently by the receiving Party without reference to the Confidential Information of the other Party; or iv. required to be disclosed under The Virginia Freedom of Information Act (Code §§ 2.2-3700 et seq.) or similar laws or pursuant to a court order. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDOTthe disclosing VDSS, Supplier shall, at its own expense, i. promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDOTthe disclosing VDSS; or ii. upon written request from VDOTthe disclosing VDSS, destroy any Confidential Information in Supplier’s possession or control, and provide VDOT the disclosing VDSS with written certification of the destruction. Additionally, Supplier shall cease all further use of VDOTVDSS’s Confidential Information, whether in tangible or intangible form. VDOT VDSS shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDOT is not subject to the Commonwealth’s policies, in accordance with VDOT’s own records retention policies.

Appears in 1 contract

Samples: Information Technology Solution Contract

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