Use and Disclosure Limitations Sample Clauses

Use and Disclosure Limitations. Except pursuant to Section 5.03, unless instructed otherwise by the Disclosing Party in writing, any Confidential Information received or obtained by the Recipient as a result of the exercise of its rights or the performance of its obligations under this Agreement shall be kept in confidence and not be used for any purpose other than to provide or receive, as the case may be, the Services under this Agreement or otherwise as required for the Recipient to perform its obligations under this Agreement and shall only be disclosed to others if the Recipient reasonably believes such disclosure is necessary or appropriate in the course of providing or receiving, as the case may be, such Services and only under obligations of confidence. The Recipient shall treat the Confidential Information of the Disclosing Party in the same manner as the Recipient treats and holds its own confidential information of a similar nature (in the case of Hxxxxx, such manner shall be determined only with respect to the commercial segment(s) of Hxxxxx’ businesses), but in no case with less than a commercially reasonable standard of care.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Use and Disclosure Limitations. Receiving Party shall not use or further disclose any PHI in any manner other than as permitted or required by the terms of this Business Associate Agreement, the Agreement or as required by law. Receiving Party shall not use or disclose any PHI in a manner that would violate Applicable Laws (including, without limitation, HIPAA and the HITECH Act) if such activity were engaged in by Disclosing Party. Disclosing Party shall not request Receiving Party to use or disclose PHI in any manner that would not be permitted under Applicable Laws if done by Disclosing Party.
Sample 1
Use and Disclosure Limitations. Service Provider agrees to maintain strict confidentiality concerning in accordance with the requirements and conditions set forth herein. It shall not use, provide, trade, give away, barter, lend, sell, or otherwise disclose Confidential Information, and shall not make any copies of such data or any type whatsoever, in readable or encrypted form, or in individually identifiable or aggregate form, except (i) as necessary for the Services to be performed; or (ii) as expressly permitted by University in a separate writing. It shall not disclosed Confidential Information to any person or entity whatsoever without the prior written consent of the University.
Sample 1
Use and Disclosure Limitations. Notwithstanding any termination of this Agreement, each Party shall, and shall cause its Affiliates to, hold, and cause each of their respective officers, employees, agents, third-party vendors, consultants and advisors to hold, in strict confidence, at a standard of care no less than that used for its own Confidential Information (and in any event no less than a reasonable standard of care), and not to disclose or release, or except as otherwise permitted by this Agreement, use, without the prior written consent of each Party to whom (or to whose Affiliate) the Confidential Information relates (which may be withheld in each such Party’s sole and absolute discretion), any and all Confidential Information concerning or belonging to another Party or any of its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its (or any of its Affiliates) respective auditors, attorneys, financial advisors, bankers and other appropriate employees, consultants and advisors who have a need to know such Confidential Information for auditing and other purposes and are informed of the confidentiality and non-use obligations to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) to the extent reasonably required in connection with any Proceeding by one Party (or any of its Affiliates) against any other Party (or any of its Affiliates) or in respect of claims by one Party (or any of its Affiliates) against the other Party (or any of its Affiliates) brought in a Proceeding, subject to reasonably acceptable protective measures, (iv) to the extent necessary for a Party (or any of its Affiliates) to enforce its rights or perform its obligations under this Agreement or (v) to Governmental Entities in accordance with applicable procurement regulations and contract requirements. Notwithstanding the foregoing, with respect to clause (ii), (iii), (iv) or (v) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom (or to whose Affiliate) the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such ...
Sample 1
Use and Disclosure Limitations. 4.1. CVS Information Assets consisting of Personal Information are considered Confidential Information of CVS and Vendor must maintain all such CVS Information Assets in strict confidence. Vendor may disclose CVS Information Assets to its employees and workers, but only to the extent such individuals have a current purpose and need to access to and use of the CVS Information Assets to perform the Services. 4.2. Vendor shall not disclose, transmit, or otherwise make CVS Information Assets available to other third parties (including subcontractors) unless such Processing is required to perform the Services or has been explicitly authorized by CVS in writing. Vendor agrees to contract with any third parties that will handle CVS Information Assets using the terms as found in this Agreement. Any rights that CVS may exercise in connection with this Exhibit in relation to Vendor, Vendor will ensure CVS may also exercise in relation to any such third party.
Sample 1
Use and Disclosure Limitations. The obligation of confidentiality under this ARTICLE IV (Confidentiality) will not apply to the extent that it can be established by the Receiving Party by competent proof that such Confidential Information: (a) was already known to or in the possession of the Receiving Party, other than under an obligation of confidentiality, at the time of receipt from the Disclosing Party; (b) was generally available to the public or otherwise part of the public domain at the time of its receipt from the Disclosing Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was received by the Receiving Party, other than under an obligation of confidentiality, from a third Person lawfully in possession of the Confidential Information that was itself free from any restrictions on use or obligations of confidentiality with respect to such Confidential Information; or (e) was independently developed by the Receiving Party without reference or access to any Confidential Information of the Disclosing Party.
Sample 1
Use and Disclosure Limitations. The obligation of confidentiality under this ARTICLE III (Confidentiality) will not apply to the extent that it can be established by a Buyer by competent proof that such Confidential Information: (a) was already known to such Buyer, other than under an obligation of confidentiality, at the time of receipt from Seller; (b) was generally available to the public or otherwise part of the public domain at the time of receipt from Seller; (c) became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of such Buyer in breach of this Agreement; or (d) was received by such Buyer, other than under an obligation of confidentiality, from a third Person lawfully in possession of the Confidential Information that was itself free from any restrictions on use or obligations of confidentiality with respect to such Confidential Information; or (e) was independently developed by Buyer, without reference or access to any Confidential Information.
Sample 1
AutoNDA by SimpleDocs
Use and Disclosure Limitations. The obligation of confidentiality under this ARTICLE III will not apply to the extent that it can be established by the Receiving Party by competent proof that such Confidential Information:
Sample 1
Use and Disclosure Limitations. Service Provider shall not disclose District Data without prior District’s prior written consent, which District may withhold in its sole discretion.
Sample 1

Related to Use and Disclosure Limitations

  • Specific Use and Disclosure Provisions (A) Except as otherwise limited in this Section of the Contract, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. (B) Except as otherwise limited in this Section of the Contract, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (C) Except as otherwise limited in this Section of the Contract, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

  • 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.

  • Use and Disclosure Restrictions Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, subcontractors, and advisers that need to know such Confidential Information for the purposes of this Agreement, provided that each such third party is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; or (ii) on an as-needed, confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement as required under applicable securities regulations and on a confidential basis to current or prospective investors or acquirers of such party.

  • 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.

  • Restrictions on Use and Disclosure Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent such restriction may affect Business Associate’s use or disclosure of PHI.

  • Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI: a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to EPHI, to prevent the unauthorized Use or disclosure of PHI other than as provided for in this Contract or as required by law, for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract.

  • Permitted Use and Disclosures Each Party hereto may use or disclose Information disclosed to it by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).

  • 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.

  • Permitted Uses and Disclosures of PHI and the third party notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

  • Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!