Common use of No Disclosure Clause in Contracts

No Disclosure. De-identified Information may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, pursuant to 34 C.F.R. 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; and b) prior written notice has been given to LEA who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, or transmit any data obtained under the Service Agreement and DPA and/or any portion thereof; except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEA.

No Disclosure. De-identified Information information, as defined in Exhibit “C”, may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, as any other member of the public or party would be able to use de- identified data pursuant to 34 C.F.R. CFR 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-de- identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; , and (b) prior written notice has been given to the LEA who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, reproduce or transmit any data obtained under the Service Agreement and this DPA and/or any portion thereof; , except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(gsection 1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEA.

No Disclosure. De-identified Information may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, pursuant to 34 C.F.R. 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; and b) prior written notice has been given to LEA XXX who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, or transmit any data obtained under the Service Agreement and DPA and/or any portion thereof; except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEAXXX.

No Disclosure. De-identified Information information, as defined in Exhibit “C”, may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, as any other member of the public or party would be able to use de- identified data pursuant to 34 C.F.R. CFR 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; , and (b) prior written notice has been given to the LEA who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, reproduce or transmit any data obtained under the Service Agreement and this DPA and/or any portion thereof; , except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-De- Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(gsection 1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEA.

No Disclosure. De-identified Information information, as defined in Exhibit “C”, may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, as any other member of the public or party would be able to use de- identified data pursuant to 34 C.F.R. CFR 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-de- identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; , and (b) prior written notice has been given to the LEA who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, reproduce or transmit any data obtained under the Service Agreement and this DPA and/or any portion thereof; , except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(gsection 1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEAXXX.

No Disclosure. De-identified Information may Each party hereto agrees that it shall not make any public announcement or issue any press release in connection with this Agreement or the transactions consummated hereby without the prior written consent of the other party, which shall not be used by the Provider for the purposes of developmentunreasonably conditioned, researchdelayed or withheld, and improvement of educational sites, services, or applications, pursuant to 34 C.F.R. 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-identified Student Data and not to transfer de-identified Student Data to any party unless except (a) that if any party agrees in writing not hereto is ordered to attempt re-identification; and b) prior written notice has been given to LEA who has provided prior written consent for make such transfer. The foregoing subpoint disclosure by a court of competent jurisdiction or (b) if, in the preceding sentence does opinion of a party’s counsel, such disclosure is required or advisable under applicable Law, in which case the party making the required disclosure (in each case, to the extent commercially practicable and not prohibit Provider from transferring De-Identified Information prohibited by Law) shall inform the other party as to assist the Provider timing and contents of such disclosure prior to making such disclosure and use its reasonable best efforts to allow such other party reasonable time to comment on such announcement or press release. The parties hereto shall consult with its own research if each other, jointly agree upon and approve one or more press releases (which need not be joint press releases) to be issued on or about the recipient agrees date hereof and/or on or about the Closing Date, as mutually determined by the parties hereto. Any subsequent press release or public announcement relating to this Agreement or the transactions contemplated hereby made by either party hereto after approval of any such initial press release issued on or about the date hereof shall be consistent with (including in writing not to attempt reidentification. Provider shall not copy, reproduce, scope) the mutually agreed upon press release or transmit any data obtained under the Service Agreement and DPA and/or any portion thereof; except as necessary to fulfill the Service Agreement and DPAreleases. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-Identified Information or Student Data (i) with Purchaser and Seller shall not be precluded from making any communications or disclosures necessary to implement the express written consent provisions of the LEA; this Agreement, (ii) Seller shall not be precluded from making any communications or disclosures necessary to its Subprocessors in compliance comply with Article V, section1(g) (Subprocessors Bound); SEC accounting and disclosure obligations or the rules and regulations of any stock exchange that apply to Seller and (iii) nothing in this Agreement shall restrict or preclude Purchaser and its Affiliates’ disclosure of information regarding this Agreement or the transactions contemplated hereby, including information related to Purchaser’s determination to enter into this Agreement, in connection with a mergerfundraising, acquisitionmarketing, information or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEAreporting activities.

No Disclosure. De-identified Information information, as defined in Exhibit “C”, may be used by the Provider for the purposes of development, research, and improvement of educational sites, services, or applications, as any other member of the public or party would be able to use de- identified data pursuant to 34 C.F.R. CFR 99.31(b) and in compliance with the statutes listed in Article IV subsection (1) (Privacy Compliance). Provider agrees not to attempt to re-identify de-identified Student Data and not to transfer de-identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification; , and (b) prior written notice has been given to the LEA who has provided prior written consent for such transfer. The foregoing subpoint (b) in the preceding sentence does not prohibit Provider from transferring De-Identified Information to assist the Provider with its own research if the recipient agrees in writing not to attempt reidentification. Provider shall not copy, reproduce, reproduce or transmit any data obtained under the Service Agreement and this DPA and/or any portion thereof; , except as necessary to fulfill the Service Agreement and DPA. Notwithstanding the foregoing, nothing shall limit the Provider from disclosing De-De- Identified Information or Student Data (i) with the express written consent of the LEA; (ii) to its Subprocessors in compliance with Article V, section1(gsection 1(g) (Subprocessors Bound); or (iii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets. The Provider must require the successor to assume all obligations of this DPA. In the event that the Provider anticipates selling, merging or otherwise disposing of its business to a successor during the term of the DPA, the Provider shall provide advance written notice of the proposed sale, merger or disposal to the LEA prior to the anticipated date of sale, merger or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA. The LEA has the ability to terminate the DPA and a Service Agreement if it reasonably believes that the successor cannot uphold the terms and conditions herein or having a contract with the successor would violate the LEA’s policies or state or Federal law. Prior to publishing any document that names the LEA explicitly or states anything that would allow a third party to reasonably identify the LEA, the Provider shall obtain the LEA’s written approval of the manner in which De-Identified Information is presented in such document. Such approval cannot be unreasonably or untimely withheld by LEAXXX.