Unauthorized Use and Disclosure Sample Clauses

Unauthorized Use and Disclosure. 4.3.1 Both Parties acknowledge that any use or disclosure of Confidential Information in violation of this Agreement will cause irreparable injury not readily measurable in monetary damages.
Sample 1
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Unauthorized Use and Disclosure. Both Parties acknowledge that any use or disclosure of Confidential Information in violation of this Agreement may cause irreparable injury not readily measurable in monetary damages. Any unauthorized use or disclosure by any of the employees, consultants, and/or representatives of Receiving Party shall be deemed to be an unauthorized use or disclosure by Receiving Party. In the event of an unauthorized use or disclosure, Receiving Party shall indemnify and hold harmless Disclosing Party from and against any and all damages, losses, costs, expenses and attorneys’ fees incurred as a result of such unauthorized use or disclosure. In the event of an unauthorized use or disclosure, Disclosing Party shall be entitled to seek, without waiving any other rights, recourses, or remedies to which it may be entitled under this Agreement, at law or in equity, and without requiring a bond to be posted, injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
Sample 1
Unauthorized Use and Disclosure. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party or any other breach of this Agreement by the Receiving Party and will reasonably cooperate with the Disclosing Party to regain possession of its Confidential Information and prevent any further unauthorized use or disclosure.
Sample 1
Unauthorized Use and Disclosure. 4.1 GoTo will promptly notify Covered Entity of the following events to the extent it becomes aware of (1) any Breach of unsecured PHI; or (2) any “Security Incident” as the term is defined in 45 C.F.R. § 164.304, each of the foregoing (1)-(2) only as applicable to information GoTo creates, receives, maintains or transmits from or on behalf of Covered Entity. Notwithstanding these assurances, the Parties acknowledge and agree that this section constitutes notice by GoTo to Covered Entity of the ongoing existence and occurrence of attempted but “Unsuccessful Security Incidents” for which no additional notice to Covered Entity is required. “Unsuccessful Security Incidents” includes pings and other broadcast attacks on GoTo’s firewall, port scans, unsuccessful log-on attempts, denials of service, and any combination of the above, so long as no successful security incident results in unauthorized access, use or disclosure of PHI.
Sample 1

Related to Unauthorized Use and Disclosure

  • Permitted Use and Disclosure Each party hereto is permitted to disclose this AGREEMENT and use or disclose the CONFIDENTIAL INFORMATION disclosed to it by the other party:

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Unauthorized Disclosure The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

  • Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract.

  • Permitted Uses and Disclosures of Phi by Business Associate Except as otherwise indicated in this Agreement, Business Associate may use or disclose PHI, inclusive of de-identified data derived from such PHI, only to perform functions, activities or services specified in this Agreement on behalf of DHCS, provided that such use or disclosure would not violate HIPAA or other applicable laws if done by DHCS.

  • Permitted Uses and Disclosures by Business Associate 1. Business Associate may only use or disclose protected health information as necessary to perform the services as outlined in the underlying agreement.

  • Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI:

  • Prohibited Uses and Disclosures BA shall not use or disclose PHI other than as permitted or required by the Contract and Addendum, or as required by law. BA shall not use or disclose Protected Information for fundraising or marketing purposes. BA shall not disclose Protected Information to a health plan for payment or health care operation purposes if the patient has requested this special restriction, and has paid out of pocket in full for the health care item or service to which the PHI solely relates [42 U.S.C. Section 17935(a) and 45 C.F.R. Section 164.522(a)(vi)]. BA shall not directly or indirectly receive remuneration in exchange for Protected Information, except with the prior written consent of CE and as permitted by the HITECH Act, 42 U.S.C. Section 17935(d)(2), and the HIPAA regulations, 45 C.F.R. Section 164.502(a)(5)(ii); however, this prohibition shall not affect payment by CE to BA for services provided pursuant to the Contract.

  • Permitted Uses and Disclosure by Business Associate (1) General Use and Disclosure Provisions Except as otherwise limited in this Section of the Contract, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Contract, provided that such use or disclosure would not violate the HIPAA Standards if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.

  • Use and Disclosure of Confidential Information Notwithstanding anything to the contrary contained in this Agreement, and in addition to and not in lieu of other provisions in this Agreement:

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