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. 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. 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. Without limiting either Party’s rights in respect of a breach of this Article, each Party will:
(a) 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;
(b) 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 the other Party’s Confidential Information;
(c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by the other Party to protect its rights in Confidential Information to the extent such litigation or investigation relates to the Services; and
(d) promptly use its best efforts to prevent a recurrence of any such unauthorized possession, use or knowledge, or attempt thereof, of the other Party’s Confidential Information. Each Party will bear the cost it incurs as a result of compliance with this Article 8.
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. 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. 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 the License Agreement, as hereby amended, by any person or organization not authorized herein 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.