Access to Sensitive Information Clause Samples
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Access to Sensitive Information. [Applicable to the extent this Agreement involves access to sensitive information]
(i) As used in this part, “sensitive information” refers to information that User has developed at private expense, or that the Government has generated that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.
(ii) To assist NASA in accomplishing management activities and administrative functions, User shall provide the services specified elsewhere in this Agreement.
(iii) If performing this Agreement entails access to sensitive information, as defined above, User agrees to –
(A) Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this Agreement, and not to improve its own competitive position in another procurement.
(B) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.
(C) Allow access to sensitive information only to those employees that need it to perform services under this Agreement.
(D) Preclude access and disclosure of sensitive information to persons and entities outside of User’s organization.
(E) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this Agreement and to safeguard it from unauthorized use and disclosure.
(F) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this Agreement.
(G) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to CASIS, and implement any necessary corrective actions.
(iv) User will comply with all procedures and obligations specified in its Organizational Conflicts of Interest Avoidance Plan, which this Agreement incorporates as a compliance document.
(v) The nature of the work on this Agreement may subject User and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this Agreement establishes a high standard of accountability and trust, the Government will carefully revi...
Access to Sensitive Information. 2.1 Information shall be designated "Sensitive Information" by Micro Focus if in its opinion it is: (A) not publicly available; (B) is commercially sensitive; and (C) might be expected to influence the commercial strategy of Open Text. Micro Focus shall only disclose Sensitive Information to the Confidentiality Team Members to the extent reasonably necessary for the Permitted Purposes.
2.2 However, any such information that does not need to be shared with Open Text itself will instead be designated "Restricted Information" and shall be shared only with the External Antitrust/Regulatory Clean Team (as defined in the PS 30 Letters). For the avoidance of doubt, Restricted Information will not be considered Sensitive Information and shall be disclosed in accordance with the PS 30 Letters only. Please see Section 3 below on Restricted Information.
2.3 Annex 1 sets out an indicative list of information that may, without limitation, be treated as Sensitive Information. Sensitive Information shall be disclosed in a manner which is accessible only by the relevant Confidentiality Team Members and/or by communications clearly marked with "Confidentiality Team Only'' or "Sensitive Information".
2.4 Open Text shall limit access to Sensitive Information received from Micro Focus to the Confidentiality Team Members only. Open Text shall procure that its advisers who may have access to Sensitive Information do not disclose the Sensitive Information to any person who is not a Confidentiality Team Member.
2.5 No Confidentiality Team Member will disclose relevant Sensitive Information to anyone other than another relevant Confidentiality Team Member or use any Sensitive Information for any purpose other than for the Permitted Purposes. If either Party becomes aware of an actual or potential breach of any term of this Agreement it shall inform the other Party without delay of such actual or potential breach and take such action as may reasonably be required to mitigate any consequences of the actual or potential breach.
2.6 The Confidentiality Team can report to other Open Text personnel any conclusions or findings from the Sensitive Information on a strictly need to know basis for the Permitted Purposes provided that Open Text's internal or external legal advisers have confirmed, prior to any such reports being shared outside the Confidentiality Team, that any Sensitive Information has been omitted, redacted, anonymised or sufficiently obscured from such reports so as to ren...
Access to Sensitive Information. Data Center shall require its employees, contractors and agents who have, or may be expected to have, access to Sensitive Information to comply with the provisions of the Agreement, including this Exhibit and any confidentiality agreement(s) binding upon Data Center. Data Center will remain responsible for any breach of this Exhibit by its employees, contractors, and agents.
Access to Sensitive Information a. Work under this contract may involve access to sensitive information, as described in paragraph d below, which shall not be disclosed by the contractor unless authorized by the contracting officer. To protect sensitive information, the contractor shall provide training to any contractor employee authorized access to sensitive information and, upon request of the Government, provide information as to an individual's suitability to have such authorization. Contractor employees found by the Government to be unsuitable or whose employment is deemed contrary to the public interest or inconsistent with the best interest of national security may be prevented from performing work under the particular contract when requested by the contracting officer.
b. The contractor shall ensure that contractor employees are: (1) citizens of the United States of America or an alien who has been lawfully admitted for permanent residence or employment (indicated by immigration status) as evidenced by Immigration and Naturalization Service documentation; and (2) have background investigations in accordance with DOT Order 1630.2B, Personnel Security Management. DTRT57-05-R-20120
c. The contractor shall include the above requirements in any subcontract awarded involving access to Government facilities, sensitive information, and/or resources.
d. Sensitive Information is proprietary data or other information that, if subject to unauthorized access, modification, loss or misuse could adversely affect national interest, conduct of Federal programs, or privacy of individuals specified in the Privacy Act, but has not been specifically authorized to be kept secret in the interest of national defense or foreign policy under an Executive Order or Act of Congress."
Access to Sensitive Information. All Agreements and work under this Agreement where sensitive information is accessed.