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.
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.
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 ...
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.
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.
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.
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.
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:
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.
Use and Disclosure Limitations. Employee shall only access, use, or disclose PHI as necessary to perform their job duties or as required by law. Employee shall not access, use, or disclose PHI for personal gain, curiosity, or any other improper purpose.
