Confidentiality and Data Security Sample Clauses

Confidentiality and Data Security. (a) The Custodian agrees to keep confidential, and to cause its employees and agents to keep confidential, all records of the Funds and information relating to the Funds, including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the release of such records or information is made (i) in connection with the services provided under this Agreement, (ii) at the written direction of the applicable Fund or otherwise consented to, in writing, by the respective Funds, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian has determined, on the advice of counsel, that the failure to release such information would expose the Custodian to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1) the Custodian may use information regarding the Funds in connection with certain functions performed on a centralized basis by the Custodian, its affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services to the Funds, and (2) the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Cu...

Confidentiality and Data Security. Contractor agrees and warrants that it will maintain in strict confidence Confidential Information. The term “Confidential Information” includes (i) any information Mercy Corps provides to Contractor that Mercy Corps identifies as confidential; (ii) the terms and conditions of this Agreement (including all Statements of Services); (iii) nonpublic information concerning the affairs, activities, policies, proposals, projects, employees, donors or potential donors, finances, property or method(s) of operation, trade secrets, know-how and similar information of Mercy Corps, its affiliates, as well as any third party and its affiliates with which Mercy Corps may collaborate, and (iv) any Mercy Corps information that contains personally identifiable information hereby defined as information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (referred to as “PII”). Contractor agrees to the following: a. Contractor will comply with the Mercy Corps’ Responsible Data Policy and all Federal, State and applicable laws and regulations governing the confidentiality and privacy of the information provided under this Agreement. b. Contractor will treat Confidential Information with the same standard of care that it may use to maintain its own confidential information, provided that the standard is not negligent. This includes maintaining appropriate technical and organizational measures to protect Confidential Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. c. Contractor agrees to the implement and follow additional data security requirements concerning PII and hereby represents and warrants the following: 1) At all times during the term of this Agreement, with respect to PII, Contractor is capable of providing, and will maintain, reasonable physical, technical and administrative safeguards appropriate for any PII received from Mercy Corps, or created or received on Mercy Corps’ behalf: 2) Contractor will ensure that any transmission specifically of donor data containing PII between Mercy Corps and Contractor is conducted via secure FTP or secure/encrypted email, or other mutually agreed upon secure file sharing platform; and 3) ...

Confidentiality and Data Security. Except as required by applicable law, or as otherwise expressly authorized by this Grant Agreement, Grantee shall not disclose to any third party any record which CARB has designated as confidential. If the Grantee believes disclosure of a confidential record may be required under the California Public Records Act (California Government Code Section 6250 et seq.) or other law, the Grantee shall give CARB at least 10 calendar days written notice prior to any planned disclosure, and Grantee shall not object to CARB seeking a court order preventing disclosure. It is expressly understood and agreed that information the Grantee collects on behalf of the Grantor or from a third party in performing its obligations under this Grant Agreement may be deemed confidential by the Grantor. Therefore: All information or data gathered pursuant to this Grant shall be held confidential and released only to CARB or other entities as CARB may specify in writing. a. All information or data gathered pursuant to this Grant shall be held confidential and released only to CARB or other entities as CARB may specify in writing. b. The Grantee certifies that it has appropriate systems and controls in place to ensure that Grant funds will not be used in the performance of this Grant Agreement for the acquisition, operation or maintenance of computer software in violation of copyright or other intellectual property laws. c. Information or data, including but not limited to PII and all application records and supporting documentation that personally identifies or describes an individual or individuals is confidential in accordance with California Civil Code sections 1798, et seq. and other relevant state or federal statutes and regulations. The Grantee shall safeguard all such information, records, applications and data which comes into its possession under this Grant Agreement in perpetuity, and shall not release or publish any such information, records, data, or application records without first obtaining in each instance the advance written approval of an authorized representative of CARB. d. The Grantee must observe complete confidentiality with respect to such information or data collected pursuant to this Grant, including without limitation, agreeing not to disclose or otherwise permit access to such information or data by any person or entity in any manner whatsoever unless such disclosure is required by law or legal process. e. The Grantee must acknowledge the confidential natur...

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an Order), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physical, technica...

Confidentiality and Data Security. 18.1 In this Section 18, the term “Confidential Information” means any business, marketing, technical, scientific or other information of a party whether in written, oral, graphic, photographic, electronic or any other form, which, at the time of disclosure by that party to the other party, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.

Confidentiality and Data Security. All records and information given to the Recipient by the Trust whether in verbal, written, electronic, or any other format, shall be regarded by the Recipient as confidential information. Recipient shall keep confidential, and shall cause all of its employees, agents and contractors to keep confidential, all Trust records and information, unless those Trust records are publicly available. Recipient shall not, without prior written approval of the Trust, use, publish, copy, disclose to any third party, or permit the use by any third party of any Trust confidential records and information except as otherwise stated in this Agreement, permitted by law, or approved in writing by the Trust. Recipient shall immediately forward any request or demand for Trust records or information to the Trust’s Agreement Administrator. Recipient shall use, hold, and maintain Trust confidential records and information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality and security of all Trust confidential records and information wherever located. Recipient shall provide the Trust with access, subject to Recipient’s reasonable security requirements, for purposes of inspecting and monitoring access and use of Trust confidential records and information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Recipient shall return Trust confidential records and information provided to Recipient or destroy such Trust confidential records and information and certify to the Trust that it has done so, as directed by the Trust. If Recipient is prevented by law or regulation from returning or destroying Trust confidential records and information, Recipient warrants it will maintain the confidentiality of, and cease to use, such Trust confidential records and information. If Recipient becomes aware of any accidental or deliberate event that results in or constitutes an imminent threat of unauthorized access, loss, disclosure, disruption, or destruction of any Trust confidential records or information, it shall notify the Trust immediately and, at its expense, take prompt steps to prevent or remediate such loss. Recipient shall safeguard all personally identifiable information (PII) it may receive in connection with the performance of this Agreement. PII means information about an individual that can be used to distin...

Confidentiality and Data Security. For confidentiality and security reasons, data transmitted is neither opened nor read by any of the Provider backup processes. Therefore, unless otherwise agreed by the parties, Client must ensure that data integrity, including virus checking, is maintained with respect to Client’s own data.

Confidentiality and Data Security. 15.1 Each party agrees that it shall not at any time disclose to any person technical or commercial knowhow, specifications, inventions, processes or initiatives or any other information or data which are of a confidential nature and have been disclosed to such party (the "Recipient") by the other party (the "Discloser") or its agent and any other confidential information concerning Discloser's business or its products which the Recipient may obtain, except as permitted by Clause 15.3. The parties agree that, where Reseller is the Discloser, all Reseller Materials and all information concerning any member of the Reseller Group's business or products shall be confidential information. 15.2 Confidential information does not include any particular information that the Recipient can reasonably demonstrate: 15.2.1 was in the possession of, or was rightfully known by, the Recipient without an obligation to maintain its confidentiality prior to receipt from the Discloser; 15.2.2 was or has become generally available to the public other than as a result of disclosure by the Recipient or its agents; or 15.2.3 was independently developed by the Recipient without use of or reference to any confidential information of the Discloser. 15.3 The Recipient may disclose the Discloser's confidential information: 15.3.1 to such of its employees, agents or sub-contractors as need to know the same for the purpose of exercising its rights or carrying out its obligations in connection with a Reseller Agreement. The Recipient shall ensure that such employees, agents or sub-contractors comply with this Clause 15; and 15.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that the Recipient takes best efforts to limit such disclosure and to obtain confidential treatment or a protective order, notifies the Discloser (where legally permissible to do so) reasonably in advance to enable it to participate in such effort . 15.4 The Recipient shall not use the Discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Reseller Agreement. 15.5 The Recipient agrees to apply reasonable safeguards against the unauthorized disclosure of the Discloser's confidential information in accordance with good industry practice, or in the same manner and to the same degree that it protects its own confidential and proprietary information – whichever s...

Confidentiality and Data Security. 4.1 All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to the Agency in connection with this Agreement is confidential, proprietary information owned by the City. Except as specifically provided in this Agreement, the Agency will not disclose data generated in the performance of the Services to any third person without the prior written consent of the City Manager, or his/her designee. 4.2 Personal identifying information, financial account information, or restricted City information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. At a minimum, Agency must encrypt and/or password protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. When personal identifying information, financial account information, or restricted City information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed. 4.3 In the event that data collected or obtained by the Agency in connection with this Agreement is believed to have been compromised, Agency will notify the City Privacy Officer immediately. Agency agrees to reimburse the City for any costs incurred by the City to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach. 4.4 Agency agrees that the requirements of this Section will be incorporated into all subcontractor/sub consultant agreements entered into by the Agency. It is further agreed that a violation of this Section will be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this Agreement without notice. 4.5 The obligations of Agency under this Section will survive the termination of this Agreement.

Confidentiality and Data Security. All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to TEMPE in connection with this Agreement is confidential, proprietary information owned by PHOENIX. Except as specifically provided in this Agreement, TEMPE shall not disclose data generated in the performance of the service to any third person without the prior written consent of the Public Transit Director, or his/her designee. Personal identifying in formation, financial account information, or restricted PHOENIX information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. At a minimum, TEMPE must encrypt and/or password protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. When personal identifying information, financial account information, or restricted PHOENIX information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by the TEMPE in connection with this Agreement is believed to have been compromised, TEMPE shall notify PHOENIX Privacy Officer immediately. TEMPE agrees to reimburse PHOENIX for any costs incurred by PHOENIX to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach. TEMPE agrees that the requirements of this Section shall be incorporated into all subcontractor/subconsultant agreements entered into by TEMPE. It is further agreed that a violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this Agreement without notice. The obligations of TEMPE under this Section shall survive the termination of this Agreement.