Common use of YISD’s Confidential Information Clause in Contracts

YISD’s Confidential Information. Pursuant to the Contract, Vendor may have access to certain proprietary information belonging to the District and information designated as confidential by the District or not generally known by non-District personnel, including but not limited to student records protected under the Family Educational Rights and Privacy Act (“FERPA”) (collectively, the "Confidential Information"). During the term of this agreement and at all times thereafter, Vendor shall not, without the prior written consent of the District, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than the District; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with performance of the Contract by Vendor. The vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this agreement and at all times thereafter, without the prior written consent of the District. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of the District relating to the Goods and Services provided to Vendor during the term of the Contract, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of the District. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. Upon termination of the Contract, or upon request by the District, the Vendor shall promptly return the Materials to the District. The Materials are included within the definition of Confidential Information. To the extent, any original writing, sound recording, pictorial or graphical representation, photograph, picture, computer program, supporting data, or work of any similar nature, or any discovery or invention, is created, prepared, generated, presented, or distributed in whole or part in connection with the provision of the Contract by Vendor, then the District shall have an irrevocable, non-exclusive license to use, copy, modify, and distribute the same within the District organization.

YISD’s Confidential Information. Pursuant to the Contract, the Vendor may have access to certain proprietary information belonging to the District and information designated as confidential by the District or not generally known by non-District personnel, including but not limited to student records protected under the Family Educational Rights and Privacy Act (“FERPA”) personnel (collectively, the "Confidential Information"). During the term of this agreement and at all times thereafter, Vendor shall not, without the prior written consent of the District, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than the District; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. The vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this agreement and at all times thereafter, without the prior written consent of the District. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of the District relating to the Goods and Services provided to Vendor during the term of the Contract, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of the District. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. Upon termination of the Contract, or upon request by the District, the Vendor shall promptly return the Materials to the District. The Materials are included within the definition of Confidential Information. To the extent, any original writing, sound recording, pictorial or graphical representation, photograph, picture, computer program, supporting data, or work of any similar nature, or any discovery or invention, is created, prepared, generated, presented, or distributed in whole or part in connection with the provision of the Contract by Vendor, then the District shall have an irrevocable, non-exclusive license to use, copy, modify, and distribute the same within the District organization.

YISD’s Confidential Information. Pursuant to the Contract, the Vendor may have access to certain proprietary information belonging to the District and information designated as confidential by the District or not generally known by non-District personnel, including but not limited to student records protected under the Family Educational Rights and Privacy Act (“FERPA”) personnel (collectively, the "Confidential Information"). During the term of this agreement Contract and at all times thereafter, Vendor shall not, without the prior written consent of the District, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than the District; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. The vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this agreement and at all times thereafter, without the prior written consent of the District. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of the District relating to the Goods and Services provided to Vendor during the term of the Contract, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of the District. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. Upon termination of the Contract, or upon request by the District, the Vendor shall promptly return the Materials to the District. The Materials are included within the definition of Confidential Information. To the extent, any original writing, sound recording, pictorial or graphical representation, photograph, picture, computer program, supporting data, or work of any similar nature, or any discovery or invention, is created, prepared, generated, presented, or distributed in whole or part in connection with the provision of the Contract by Vendor, then the District shall have an irrevocable, non-exclusive license to use, copy, modify, and distribute the same within the District organization. In addition, if the Vendor has or obtains access to information or materials of the District, the Vendor shall also comply with the Data-Sharing Terms & Conditions issues by the District. Family Education Rights and Privacy Act (FERPA). The District may disclose to the Vendor personally-identifiable information on the District’s students (“student information”) which is protected by FERPA, 20 U.S.C. 1232g and 34 C.F.R. Part 99, or other federal and state laws. The Vendor covenants and agrees it will: (1) comply with all legal requirements regarding the use and confidentiality of such information; (2) maintain the confidentiality of such information; (3) not use or release such information in violation of FERPA or other applicable laws; (4) notify all of its employees, staff, or outside vendors of such confidentiality and legal requirements; (5) return such information to the District at termination of the Agreement or delete or destroy such information to the District's satisfaction; and (6) notify the District in the event of any breach or inadvertent disclosure of such information immediately upon its awareness of such a breach or inadvertent disclosure. Protected Health Information Accountability Act (HIPAA). In the event the Vendor receives or obtains individually identifiable health information (also referred to as protected health information a/k/a PHI) from the District during the Vendor’s provision of goods or services under this Contract, the Vendor agrees and acknowledges, by submitting its bid or proposal, that it shall comply with the privacy requirements of the HIPAA, accompanying federal regulations, and any state law, whether the Vendor is considered a “covered entity” or a “business associate” under such laws. Such agreement shall be considered a term of any contract or agreement with the District. The Vendor shall: (1) not use or disclose such PHI, other than as permitted or required under such laws; (2) shall use appropriate safeguards to prevent unauthorized use or disclosure: (3) report to the District any unauthorized use or disclosure by the Vendor or its subcontractors; (4) ensure that its agents or subcontractors agree to these restrictions and conditions; (5) make PHI available as required by HIPAA, including for amendments; (6) make sure information available as required for an accounting of disclosures; (7) make its internal archives, books, and records relating to disclosures available as required by law; and (8) at the termination of the contract, return or destroy all PHI obtained from the District, and retain no copies of such PHI. If return or destruction is not feasible, the Vendor agrees to extend these requirements to the District. Any breach of these requirements shall be a material breach of the Contract with the District and shall authorize the immediate termination of the Contract. Any failure to comply with these requirements shall constitute a material breach of the agreement and constitute good cause for termination of the agreement at any time. The District may require the Vendor to sign a separate business associate agreement in form and substance satisfactory to the District.

YISD’s Confidential Information. Pursuant to the Contract, the Vendor may have access to certain proprietary information belonging to the District and information designated as confidential by the District or not generally known by non-District personnel, including but not limited to student records protected under the Family Educational Rights and Privacy Act (“FERPA”) personnel (collectively, the "Confidential Information"). During the term of this agreement Contract and at all times thereafter, Vendor shall not, without the prior written consent of the District, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than the District; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. The vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this agreement and at all times thereafter, without the prior written consent of the District. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of the District relating to the Goods and Services provided to Vendor during the term of the Contract, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of the District. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with the performance of the Contract by Vendor. Upon termination of the Contract, or upon request by the District, the Vendor shall promptly return the Materials to the District. The Materials are included within the definition of Confidential Information. To the extent, any original writing, sound recording, pictorial or graphical representation, photograph, picture, computer program, supporting data, or work of any similar nature, or any discovery or invention, is created, prepared, generated, presented, or distributed in whole or part in connection with the provision of the Contract by Vendor, then the District shall have an irrevocable, non-exclusive license to use, copy, modify, and distribute the same within the District organization. In addition, if the Vendor has or obtains access to information or materials of the District, the Vendor shall also comply with the Data-Sharing Terms & Conditions issues by the District.