Essential Obligation Clause Samples
An Essential Obligation clause defines the key duties or responsibilities that are fundamental to the agreement between the parties. It typically identifies specific actions or standards of performance that are so critical that failure to fulfill them would constitute a material breach of contract. For example, in a supply agreement, timely delivery of goods might be designated as an essential obligation. The core function of this clause is to clearly distinguish the most important commitments, ensuring that both parties understand which obligations are non-negotiable and what the consequences are if they are not met.
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Essential Obligation. (1) Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature. Recipient shall establish and maintain data safeguards against the destruction, loss, alteration of or unauthorized access to Owner’s Confidential Information in the possession of Recipient.
(2) Each party must establish and maintain data security policies and procedures designed to ensure the following:
a) security and confidentiality of Customer Information;
b) protection against anticipated threats or hazards to the security or integrity of Customer Information; and
c) protection against the unauthorized access or use of Customer Information.
(3) Lender must permit U.S. Bank to monitor and/or audit Lender’s compliance with this Section during regular business hours upon not less than forty-eight hours’ notice to Lender and provide U.S. Bank copies of audits and system test results acquired by Lender in relation to the data security policies and procedures designed to meet the requirements set forth above.
Essential Obligation. 1. Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature.
2. Because Elan is a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (“GLBA”) and regulations promulgated pursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate measures designed to safeguard Customer Information. Specifically, ATM Owner, ATM Manager and Carrier must establish and maintain data security policies and procedures designed to ensure the following:
(a) Security and confidentiality of Customer Information;
(b) Protection against anticipated threats or hazards to the security or integrity of Customer Information;
(c) Protection against the unauthorized access or use of Customer Information.
3. ATM Owner, ATM Manager and Carrier must permit Elan to monitor and audit their compliance with this Section during regular business hours upon not less than 48 hours’ notice to the ATM Owner, ATM Manager or Carrier and to provide to Elan copies of audits and system test results acquired by ATM Owner, ATM Manager and Carrier in relation to the data security policies and procedures designed to meet the requirements set forth above.
Essential Obligation. Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information in connection with the services. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature. Recipient shall establish and maintain data safeguards against the destruction, loss, alteration of or unauthorized access to Owner’s Confidential Information in the possession of Recipient. Recipient must report as soon as practicable but in no less than two (2) business days any actual or suspected violation of the confidentiality provisions to the Owner to the extent allowed and take all reasonable and further steps as required to prevent, control or remedy any such violation. In the unlikely event that a Party receives Confidential Information as an unintended recipient, both Parties agree to maintain the information as Confidential Information and destroy said Confidential Information.
Essential Obligation. (1) Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner's Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature.
(2) Because Genpass is part of a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the Gramm-Leach-Bliley A▇▇ ("▇▇▇▇") ▇▇▇ ▇▇gulations promulgated pursuant to GLBA, Customer must each establish appropriate measures designed to safeguard Customer Information. Specifically, Customer must establish and maintain data security policies and procedures designed to ensure the following: - security and confidentiality of Customer Information; - protection against anticipated threats or hazards to the security or integrity of Customer Information; - protection against the unauthorized access or use of Customer Information.
(3) Customer must permit Genpass to monitor and audit their compliance with this Section during regular business hours upon not less than 48 hours' notice to the Customer and to provide to Genpass copies of audits and system test results acquired by Customer in relation to the data security policies and procedures designed to meet the requirements set forth above.
Essential Obligation. 1. Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature.
2. Because Elan is a subsidiary of a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (“GLBA”) and regulations promulgated pursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate measures designed to safeguard Customer Information. Specifically, ATM Owner, ATM Manager and Carrier must establish and maintain data security policies and procedures designed to ensure the following:
(a) security and confidentiality of Customer Information;
(b) protection against anticipated threats or hazards to the security or integrity of Customer Information;
(c) protection against the unauthorized access or use of Customer Information.
3. Elan has a non-waivable, statutorily mandated obligation to monitor and audit the ATM Owner, ATM Manager and Carrier’s compliance with this Section to verify that adequate safeguards are in effect to assure these protections occur. ATM Owner, ATM Manager and Carrier agree to fully cooperate during regular business hours upon not less than 48 hours’ notice to the ATM Owner, ATM Manager or Carrier to provide to Elan documentation reasonably required to provide confirmation of satisfactory completion of audits and system test results acquired by ATM Owner, ATM Manager and Carrier in relation to the data security policies and procedures designed to meet the requirements set forth above.
Essential Obligation. The Receiving Party shall disclose the Disclosing Party’s Confidential Information only to (a) for Supplier, its employees, agents and subcontractors, and (b) for Customer, its employees, agents, members, managers, joint venture partners, contractors, consultants, Affiliates and representatives, in each case who have an absolute need to know such information in order to carry out this Agreement, who are informed of the confidential nature of such information, and who shall agree to be bound by obligations of confidentiality no less onerous than those set forth in this Agreement (hereinafter collectively referred to as “Representatives”). The Receiving Party shall be responsible for any breach of confidentiality by its Representatives (including those Representatives who subsequent to obtaining the Disclosing Party’s Confidential Information become former Representatives of the Receiving Party). The Receiving Party shall take, at its sole cost and expense, all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Disclosing Party’s Confidential Information. Except for disclosure to its Representatives under the conditions noted above, the Receiving Party shall retain the Disclosing Party’s Confidential Information in secret, shall not utilize the Disclosing Party’s Confidential Information for the benefit of the Receiving Party or any third party, and shall not divulge, furnish, or make accessible the Disclosing Party’s Confidential Information to any third party. The Receiving Party shall use the Disclosing Party’s Confidential Information solely and exclusively for the purpose of performing under or receiving the benefit of the Agreement. The foregoing does not limit the license in Sections 2.1 and Error! Reference source not found..
Essential Obligation. (1) Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature. Recipient shall establish and maintain data safeguards against the destruction, loss, alteration of or unauthorized access to Owner’s Confidential Information in the possession of Recipient.
(2) Because Client is a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (“GLBA”) and regulations promulgated pursuant to GLBA, Licensor , as an entity that maintains, processes, or otherwise is permitted access to Customer Information, must establish and maintain data security policies and procedures designed to ensure the following:
a) security and confidentiality of Customer Information;
b) protection against anticipated threats or hazards to the security or integrity of Customer Information; and
c) protection against the unauthorized access or use of Customer Information.
(3) Licensor must permit Client to monitor and/or audit Licensor's compliance with this Section during regular business hours upon not less than 48 hours’ prior written notice to Licensor and provide Client copies of audits and system test results acquired by Licensor in relation to the data security policies and procedures designed to meet the requirements set forth above.
Essential Obligation. Consultant shall retain the Confidential Information in secret, shall not utilize the Confidential Information for the benefit of Consultant or any third party, and shall not divulge, furnish, or make accessible Confidential Information to any third party. Consultant shall use the Confidential Information solely and exclusively for the purpose of performing under or receiving the benefit of the Agreement. Upon the earlier of DYNA’s request, or the date of expiration or termination of this Agreement, Consultant will return to DYNA all documents, copies thereof, including electronic or digital copies, and other material fixed in tangible form in the possession of Consultant that pertains to the business of DYNA, including, but not limited to, Confidential Information, as well as all copies, adaptations and independent compilations thereof in Consultant’s possession.