Confidentiality Data Security Clause Samples
The CONFIDENTIALITY; DATA SECURITY clause establishes the obligation of parties to protect sensitive information and ensure the secure handling of data exchanged under the agreement. It typically requires parties to maintain the confidentiality of proprietary or personal information, restrict disclosure to unauthorized third parties, and implement reasonable security measures to prevent data breaches. This clause is essential for safeguarding confidential business information and personal data, thereby reducing the risk of unauthorized access, misuse, or disclosure.
Confidentiality Data Security. Merchant will retain in a secure and confidential manner original or complete and legible copies of each Charge Record, each Credit Voucher required to be provided to Cardholders, and all information required to be submitted in connection with a Card Transaction for at least two (2) years or longer if required by any applicable law, rule, or regulation, or the Operating Rules. Merchant shall render all materials containing Cardholder Account numbers unreadable prior to discarding. Merchant will store Charge Records and all media containing Cardholder names, Cardholder account information, and other personal information, as well as Card imprints (such as sales drafts and credit records, auto rental agreements, and carbons) in an area limited to selected personnel, and when record‐retention requirements have been met, Merchant will destroy the records so that Charge Records are rendered unreadable. If Merchant stores any electronically captured signature of a Cardholder, Merchant may not reproduce such signature except upon the specific request of Bank. Merchant will not:
i. Provide Cardholder Account numbers, personal Cardholder information, or Card Transaction information to anyone except Bank, Card Networks, or Merchant’s agents/Merchant Servicers (but only those who have been approved by Bank as required under this Agreement and are properly registered with the Card Networks) for the purpose of assisting Merchant in completing Card Transactions, or as specifically required by the Operating Rules, or any applicable law, rule, or regulation.
ii. Retain or store Card Magnetic Stripe, CVV, CVV2, CVC2 or CID data (including Track Data) subsequent to Authorization for a Card Transaction.
iii. Sell, purchase, provide, or exchange Card account number information or other Card transaction or Cardholder information to any third party, or to any entity other than Merchant’s authorized agents/Merchant Servicers (but only those who have been approved by Bank as required under this Agreement and are properly registered with the Card Networks), the Bank, the Card Networks, or in response to valid legal process or subpoena.
iv. Release any Cardholder information over the telephone under any circumstances. Merchant may not, without the express written consent of Bank or Cardholder, or an order from a Court of competent jurisdiction, in the event of its (and Merchant shall ensure, and by contract provide, that Merchant’s agents/Merchant Servicers shall not, in the event o...
Confidentiality Data Security a. AST acknowledges that it will acquire information and data from each Company, and such information and data are confidential and proprietary information of each Company and/or PIMCO (collectively, “Confidential Information”). Confidential Information includes, but shall not be limited to, (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of each Company and/or PIMCO, their subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords each Company and/or PIMCO a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Confidential Information will not include, however, any information that (i) was in the possession of AST at the commencement of the services contemplated under this Agreement that is not related to each Company and/or PIMCO, (ii) became part of the public domain through no fault of AST or (iii) became rightfully known to AST or its affiliates through a third party with no obligation of confidentiality to a Company and/or PIMCO. AST agrees not to disclose the Confidential Information to others (except as required by law or permitted by AST’s privacy policy then in effect, but in no event shall AST disclose the Confidential Information without Company’s prior written approval; provided, however, that no such approval shall be required for any disclosure made pursuant to a routine subpoena or an information request relating to one or more Shareholders that does not require disclosure of Confidential Information other than information relating to such Shareholders’ account; provided, however, that AST shall use commercially reasonable efforts to inform PIMCO of any such disclosure) or use it in any way, commercia...
Confidentiality Data Security. 7.1 Merchant will retain in a secure and confidential manner original or complete and legible copies of each Charge Record, and each Credit Voucher required to be provided to Cardholders, for at least two (2) years or longer if required by law or the Operating Rules.
7.2 Merchant will store Charge Records in an area limited to selected personnel, and when record-retention requirements have been met, Merchant will destroy the records so that Charge Records are rendered unreadable.
Confidentiality Data Security. 16.1 Supplier, for itself and on behalf of each Supplier Party and their respective assigns, agrees (A) to treat as confidential and proprietary, (B) not to disclose to others, during or subsequent to the Term, and (C) not to use, except for purposes of performing its obligations hereunder, without the express prior written consent of Newmont, which consent may be withheld for any reason whatsoever, any information, whether verbal or written, of any description whatsoever (expressly including any technical information, experiments, or data) regarding plans, programs, plants, processes, products, minerals, real property interests, costs, equipment, or operations of Newmont or its affiliates, or other information which has been expressly identified by Newmont as being confidential in nature, that may come within the knowledge of such Supplier Party in the performance of this Agreement, including all Data and Inventions (collectively, "Confidential Information"). Supplier shall take all necessary precautions, contractual and otherwise, to prevent unauthorized disclosure or use of Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that: (I) is, or shall have been, in the possession of Supplier and not subject to a confidentiality obligation prior to disclosure thereof to Supplier in connection with this Agreement; (II) through no act or omission of Supplier becomes published or otherwise available to the public under circumstances such that the public may utilize the same without any direct or indirect confidentiality obligation to Newmont or its affiliates; or (III) is acquired by Supplier from any third party rightfully possessed of the same and having no direct or indirect confidentiality obligation to Newmont or its affiliates, with respect to the same; provided, however, that the foregoing exceptions shall not apply with respect to Confidential Information which meets the definition of Personal Data (as set forth in Section 16.2, below), which is more specifically addressed in Section 16.2, below. All Confidential Information shall be delivered to Newmont upon the termination or expiration of this Agreement, or at any other time upon Newmont's request. Supplier shall not retain copies of Confidential Information without Newmont’s express written authorization. Notwithstanding the foregoing, Supplier may retain one archival hard copy of the Confidential Information for such period of time tha...
Confidentiality Data Security. 7.1 As used herein, “Confidential Information” shall mean information, know-how, samples, drawings or data, technical or non-technical, provided hereunder that originates with either party, is appropriately marked as confidential (or if disclosed verbally or visually, is promptly reduced to writing and designated as confidential) and is disclosed or provided to the other party. The recipient may use the originator’s Confidential Information for purposes of this Agreement but agrees neither to use for any other purpose nor to disclose nor provide such Confidential Information to any third party at any time during the term of this Agreement or thereafter, except as follows:
Confidentiality Data Security a. Each Party acknowledges that it and its employees or agents, in the course of the projects and services contemplated by this Agreement, may be exposed to or acquire information that is proprietary or confidential to the other Party (“Confidential Information”). Each Party agrees to hold Confidential Information of the other Party in strict confidence and not to use such Confidential Information or discuss or disclose such Confidential Information to any third party. The Parties agree that Confidential Information does not include:
(i) information which at the time of disclosure is, or without fault of the recipient becomes, generally available; (ii) information which either Party can show was in its possession at the time of disclosure or was independently developed by it; (iii) information received from a third party which had the right to transmit same without violation of any confidentiality agreement with the other party; and (iv) information which is required to be disclosed pursuant to court order or by law. The per-User pricing provided under this Agreement is Confidential Information.
b. TeamDynamix will implement reasonable and appropriate security measures for the Applications, as determined by TeamDynamix, designed to help Client secure Client content against accidental or unlawful loss, access, or disclosure. TeamDynamix may modify its security measures from time to time, but will continue to provide at least the same level of security, on an aggregate basis, as is in place on the Effective Date. TeamDynamix shall undergo a third-party security audit on no less than an annual basis.
c. TeamDynamix will not access or use Client content except as necessary to maintain or provide the services under this Agreement, or as necessary to comply with the law or a binding order of a governmental body. TeamDynamix will not (i) disclose Client content to any government or third party, or (ii) move Client content from the TeamDynamix servers; except in each case as necessary to comply with the law or a binding order of a governmental body (such as a subpoena or court order). Unless it would be in violation of a court order or other legal requirement, TeamDynamix will give Client reasonable notice of any legal requirement or order referred to in this Section 8(c), to allow Client to seek a protective order or other appropriate remedy. TeamDynamix will only use personal information and billing information in accordance with its privacy policy (available at...
Confidentiality Data Security. 1Confidentiality. Both parties agree that (a) Confidential Information of the other party will be used only as reasonably necessary to perform its obligations under this PO and in the case of Mobileum, as necessary to exercise its rights under this PO; (b) each party will use the same degree of care to protect the other party's Confidential Information that it utilizes to protect its own confidential information of a similar nature, but in no event less than reasonable care; (c) the Confidential Information of the other party may be disclosed only to employees, agents, affiliates and contractors and to its auditors and legal counsel, in each case, who have a need to know such information and are under a written (or other professional) obligation to keep the information confidential using standards of confidentiality no less restrictive than those required by this PO, and
Confidentiality Data Security. 5.1 The User acknowledges and agrees that in using the Platform, including by uploading or creating any data, information, material, or intellectual property (“User Data”) via the Platform, that:
(a) User Data will be transmitted over the internet any other network used by the Platform, which may include transmission to servers located in other states or countries;
(b) the transmission, upload, download, or storage of User Data via the Platform is not guaranteed to be, and may not be, secure;
(c) transmitting, uploading, or downloading User Data via the Platform may render the User’s systems vulnerable to viruses, malware, or other forms of attack that are beyond the reasonable control of the Licensor; and
(d) the User is at all times responsible for the security of its own systems, and the security of the User Data. The Licensor is not liable or responsible for protecting the security of the Data transmitted, uploaded, or downloaded via the Platform, or for any loss, cost, expense or damage suffered by the User as a result of any unauthorised access or use of the Data or the Licensor’s systems.
Confidentiality Data Security. 6.1. Eve undertakes to keep the Data strictly confidential and only to use or disclose the same strictly in accordance with the Permitted Purpose (or as may be required by law or a court of competent jurisdiction).
6.2. Eve shall take appropriate technical and organizational measures against the unauthorized or unlawful accessing, processing and/or use of the Data, or processing or use beyond the scope of the Permitted Purpose, and against the accidental loss or destruction of, or damage to, such Data.
6.3. Eve shall restrict access to the Data to such of its employees and personnel who strictly need to access such data and/or information to undertake the Permitted Purpose, and shall ensure that all such employees and personnel are:
6.3.1. informed of the confidential nature of such data and/or information, the importance of processing it securely and the consequences of any breach of such confidentiality obligation, and
6.3.2. bound by and execute confidentiality undertakings on substantially the same terms as set out in this Agreement.
6.4. Upon the direction of Embraer (either at termination or earlier), Eve shall make reasonable efforts to return or provide evidence of the destruction of any Data belonging to Embraer.
Confidentiality Data Security. 10. Confidentialité ; sécurité des données.