Unauthorized Acts Clause Samples
The Unauthorized Acts clause defines actions or behaviors that are not permitted under the agreement, typically specifying activities that exceed the rights or permissions granted to a party. In practice, this clause may prohibit the use, reproduction, or distribution of materials beyond what is expressly allowed, or restrict access to confidential information for unauthorized purposes. Its core function is to protect the interests of the parties by clearly delineating boundaries of acceptable conduct, thereby reducing the risk of misuse or infringement and providing a basis for recourse if unauthorized actions occur.
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Unauthorized Acts. Each Party shall (a) notify the other Party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by any person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the other Party full details of the Unauthorized Access and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights, and (d) use commercially reasonable efforts to prevent a reoccurrence of any such Unauthorized Access.
Unauthorized Acts. Each Party agrees to:
(1) Notify the other Party promptly of any unauthorized possession, use, or knowledge, or attempt thereof, of any Confidential Information by any person or entity that may become known to it;
(2) Promptly furnish to the other Party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information;
(3) Cooperate with the other Party in any litigation and investigation against third Parties deemed necessary by such Party to protect its proprietary rights; and
(4) Promptly prevent a reoccurrence of any such unauthorized possession, use, or knowledge of Confidential Information.
Unauthorized Acts. The PSC shall have no financial liability for acts of its members which are unauthorized and which the PSC cannot control. It is agreed, however, that in the event of any such unauthorized action, the PSC shall upon receiving notice thereof, immediately direct the employees to cease any such unauthorized action.
Unauthorized Acts. Each Party agrees to:
(1) Notify the other Party promptly of any unauthorized possession, use, or knowledge, or attempt thereof, by any person or entity that may become known to it, of any HHSC Confidential Information or any information identified by the HMO as confidential or proprietary;
(2) Promptly furnish to the other Party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information;
(3) Cooperate with the other Party in any litigation and investigation against third Parties deemed necessary by such Party to protect its proprietary rights; and
(4) Promptly prevent a reoccurrence of any such unauthorized possession, use, or knowledge such information.
Unauthorized Acts. Each Party shall immediately notify the other of unauthorized possession, use or knowledge of the other’s Confidential Information, including disclosure of the other Party’s Confidential Information to an unintended recipient, of which such Party is aware.
Unauthorized Acts. Without limiting a Party’s rights in respect of a breach of this Article, each Party shall:
(1) promptly notify the other Party of any unauthorized possession, use or knowledge, or attempt thereof, of the other Party’s Confidential Information by any person or entity that may become known to such Party;
(2) promptly furnish to the other Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the other Party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information;
(3) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by the other Party to protect its proprietary rights; and
(4) promptly use its best efforts to prevent a recurrence of any such unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information. Each Party shall bear the cost it incurs as a result of compliance with this Section.
Unauthorized Acts. Each Party agrees to:
(a) Notify the other Party promptly of any unauthorized possession, use, or knowledge, or any unauthorized attempt to possess, use or gain knowledge, of any Confidential Information by any person or entity that may become known to it;
(b) Promptly furnish to the other Party full details of the unauthorized possession, use, or knowledge, or any unauthorized attempt to possess, use or gain knowledge, and use reasonable efforts to assist the other Party in investigating or preventing the recur- rence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information. For DIR the reasonable efforts to assist Vendor shall be subject to and limited by the Texas Public Information Act and any other applicable laws; and
(c) Cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights. For DIR the rea- sonable efforts to assist the Vendor shall be subject to and limited by the Texas Pub- lic Information Act and any other applicable laws.
Unauthorized Acts. Upon actual knowledge by Receiving Party of any unauthorized possession, use or knowledge of Confidential Information (“Unauthorized Act”), Receiving Party will at no cost to Disclosing Party:
(a) notify Disclosing Party promptly of the details of the Unauthorized Act, (b) use reasonable efforts to assist Disclosing Party in investigating, and preventing the recurrence of the Unauthorized Act within its responsibilities under this Agreement, and (c) use reasonable efforts to cooperate with Disclosing Party in any litigation and investigation against third parties deemed necessary by Disclosing Party to protect its Confidential Information. If the Unauthorized Act was caused by the breach of this Agreement or the negligence or willful misconduct of Receiving Party, Receiving Party will at its expense, mitigate to the extent practicable the adverse effects of the Unauthorized Act and provide any notices required by applicable Law, after approval by the Disclosing Party of the content of each notice.
Unauthorized Acts. Customer agrees to notify Vendor immediately of the unauthorized possession, use, or knowledge of the Software, Documentation or any information made available to Customer pursuant to this agreement, by any person or organization not authorized by this agreement to have such possession, use or knowledge. Customer will, thereafter, fully cooperate with Vendor in the protection and redress of Vendor's proprietary rights. Customer's compliance with this paragraph shall not, however, be construed in any way as a waiver of Vendor's rights against Customer for Customer's negligent or intentional harm to Vendor's proprietary rights, or for breach of Vendor's contractual rights.
Unauthorized Acts. 13.1 Consultant represents and warrants to the County that it will make no disbursement or other payment of any kind or character or take or authorize the taking of any other action which contravenes any statute or rule, regulation or other order of any jurisdiction, foreign or domestic.
13.2 County may, from time to time, during the Term and thereafter, upon reasonable notice to Consultant, make an audit of all records of Consultant as they relate to the Work and any payments made by County to Consultant under this Agreement for the same, and obtain copies of the same.
13.3 Consultant agrees to disclose honestly and fully all information and documentation in its possession concerning all transactions or events relating to or affecting the County or Affiliated Entities as and to the extent such information or documentation (i) was acquired or developed by Consultant during its engagement under this Agreement, and (ii) is requested by the County or the authorized representative thereof; provided, that if the Consultant indicates that the information or documentation requested is privileged, confidential or personally sensitive, appropriate steps will be taken to protect such privilege, confidentiality or privacy to the extent possible consistent with the ethical and legal obligations applicable to the Consultant, but such claim of privilege, confidentiality or sensitivity shall not diminish the unconditional obligation to disclose any such information or documentation to the County or its authorized representatives.
13.4 Consultant shall, at the request of County, render a certificate or sworn affidavit to County stating that Consultant has not violated any of the terms of this Article 13.