Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall must hold, and shall must cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall must not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall must advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall must assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall must advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall must not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall must deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall holdContractor, its employees, agents, and subcontractors shall cause Contractor Staff to hold, all hold Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or , and that upon termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractPrice Agreement, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this ContractPrice Agreement or any WOC, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this ContractPrice Agreement. Upon expiration or termination of this Contract Price Agreement or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this ContractPrice Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Carrier shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor Carrier shall assist Agency OHA in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Carrier shall advise Agency OHA immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor Carrier shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at AgencyOHA’s request, Contractor Carrier shall deliver to Agency OHA all documents, papers, and other matter in Contractor's Xxxxxxx’s possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor Carrier may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Consultant shall hold, and shall cause Contractor Consultant Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision performance of Services or provisions of Deliverables to Agency hereunder, and shall advise Contractor Consultant Staff of their obligations to keep Confidential Information confidential. Contractor Consultant shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Consultant shall advise Agency immediately in the event Contractor Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor Consultant will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor Consultant against any such person. Contractor Consultant shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor Consultant shall deliver to Agency all documents, papers, and other matter in ContractorConsultant's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor Consultant may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the ServicesServices or provision of deliverables.

Non-Disclosure. Contractor shall holdcomply with Exhibit D, and shall cause Contractor Staff to hold, all otherwise hold Confidential Information in confidence, using at least the highest industry standard of care applicableconfidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than what is necessary to the provision performance of Services to Agency hereunderServices. Contractor shall advise each of its employees, subcontractors, and shall advise Contractor Staff agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Agency Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency Purchasing Entity, applicable Participating Entity, and Lead State immediately in the event if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractMaster Agreement or a Participating Addendum, and Contractor will shall at its expense cooperate with Agency Purchasing Entity in seeking injunctive or other equitable relief in the name of Agency Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or Master Agreement, and that upon termination of this Contract Master Agreement or at AgencyPurchasing Entity’s request, Contractor shall deliver shall, upon advance written consent of Purchasing Entity, return to Agency Purchasing Entity or destroy all documents, papers, electronic media, and other matter in Contractor's possession Contractor holds (including through a third party) that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contractforegoing, Contractor may keep one copy retain copies of such Confidential Information necessary for quality assurance, audits and evidence of the performance of the Servicesthis Master Agreement.

Non-Disclosure. Contractor Consultant shall hold, and shall cause Contractor Consultant Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency ODOC hereunder, and shall advise Contractor Consultant Staff of their obligations to keep Confidential Information confidential. Contractor Consultant shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Consultant shall advise Agency ODOC immediately in the event Contractor Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor Consultant will at its expense cooperate with Agency ODOC in seeking injunctive or other equitable relief in the name of Agency ODOC or Contractor Consultant against any such person. Contractor Consultant shall not at any time during or after the term of this Contract, except as directed by AgencyODOC, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at AgencyODOC’s request, Contractor Consultant shall deliver to Agency ODOC all documents, papers, and other matter in ContractorConsultant's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor Consultant may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Consultant shall hold, and shall cause Contractor Staff to hold, all hold Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency Authorized Purchaser hereunder, and shall advise Contractor Staff each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor Consultant shall assist Agency Authorized Purchaser in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Consultant shall advise Agency Authorized Purchaser immediately in the event Contractor Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor Consultant will at its expense cooperate with Agency Authorized Purchaser in seeking injunctive or other equitable relief in the name of Agency Authorized Purchaser or Contractor Consultant against any such person. Contractor Consultant shall not at any time during or after the term of this Contract, except as directed by AgencyAuthorized Purchaser, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or , and that upon termination of this Contract or at AgencyAuthorized Purchaser’s request, Contractor Consultant shall deliver to Agency Authorized Purchaser all documents, papers, and other matter in ContractorConsultant's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor Consultant may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this ContractContract or any WOC, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall holdContractor, its employees, agents, and subcontractors shall cause Contractor Staff to hold, all hold Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency OJD hereunder, and shall advise Contractor Staff each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency OJD in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency OJD immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency OJD in seeking injunctive or other equitable relief in the name of Agency OJD or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by AgencyOJD, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or , and that upon termination of this Contract or at AgencyOJD’s request, Contractor shall deliver to Agency OJD all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of delivery of the Application Services and performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency OHA hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency OHA in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency OHA immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency OHA in seeking injunctive or other equitable relief in the name of Agency OHA or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by AgencyXXX, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at AgencyOHA’s request, Contractor shall deliver to Agency OHA all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractAgreement, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this ContractAgreement, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this ContractAgreement. Upon expiration or termination of this Contract Agreement or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this ContractAgreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff Staff, to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Consultant shall hold, and shall cause Contractor Staff Consultant Personnel to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff Consultant Personnel of their obligations to keep Confidential Information confidential. Contractor Consultant shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Consultant shall advise Agency immediately in the event Contractor Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor Consultant will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor Consultant against any such person. Contractor Consultant shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor Consultant shall deliver to Agency all documents, papers, and other matter in ContractorConsultant's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor Consultant may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's ’s possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services. 10.3. Confidentiality Policies. Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractPrice Agreement, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this ContractPrice Agreement, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this ContractPrice Agreement. Upon expiration or termination of this Contract Price Agreement or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this ContractPrice Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency OPRD hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency OPRD in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency OPRD immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency OPRD in seeking injunctive or other equitable relief in the name of Agency OPRD or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by AgencyXXXX, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at AgencyOPRD’s request, Contractor shall deliver to Agency OPRD all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall holdContractor, its employees, agents, and subcontractors shall cause Contractor Staff to hold, all hold Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or , and that upon termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Servicer shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency Department hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor Servicer shall assist Agency Department in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor Servicer shall advise Agency Department immediately in the event Contractor Servicer learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractAgreement, and Contractor will Servicer shall at its expense cooperate with Agency Department in seeking injunctive or other equitable relief in the name of Agency Department or Contractor Servicer against any such person. Contractor Servicer shall not at any time during or after the term of this ContractAgreement, except as directed by AgencyDepartment, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this ContractAgreement. Upon expiration or termination of this Contract Agreement or at AgencyDepartment’s request, Contractor Servicer shall deliver to Agency Department all documents, papers, and other matter in Contractor's Servicer’s possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this ContractAgreement, Contractor Servicer may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this ContractPrice Agreement, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this ContractPrice Agreement, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this ContractPrice Agreement. Upon expiration or termination of this Contract Price agreement or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this ContractPrice Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor Executive acknowledges that all Proprietary Information shall holdbe the sole property of the Company, Parent, their respective affiliates and their successors and assigns. Executive further acknowledges that it is essential for the proper protection of the business of the Company and Parent that such Proprietary Information be kept confidential and not disclosed to third parties or used for the benefit of Executive. Accordingly, Executive agrees that during the Term and for so long as the information remains Proprietary Information, to keep in confidence and trust all Proprietary Information, and shall cause Contractor Staff not to holduse, all Confidential Information in confidencedisclose, using the highest standard of care applicabledisseminate, and shall not publish, copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in partavailable, directly or indirectly, Confidential except in the ordinary course of the performance of Executive's duties under this Agreement, any Proprietary Information except as expressly authorized in writing by the Company or Parent; provided, however, that Executive shall be relieved of his obligation of nondisclosure hereunder if Proprietary Information is required to third parties (other than its authorized subcontractors)be disclosed by any applicable judgment, order or use Confidential Information for decree of any purposes whatsoever other than court or governmental body or agency having jurisdiction or by any law, rule or regulation, provided that in connection with any such disclosure, Executive shall give the provision Company and Parent reasonable prior written notice of Services the disclosure of such information pursuant to Agency hereunder, this exception and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive the Company and Parent to permit the Company or other equitable relief in the name of Agency or Contractor against Parent to seek confidential treatment for such information from any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy authority requiring delivery of such Confidential Information necessary information; provided, further, however, that if Company or Parent has not obtained such confidential treatment by the date Executive is required by such authority to disclose the Proprietary Information, Executive shall be free to provide such disclosure and there shall be no violation of or damages determined under this Agreement or otherwise for quality assurance, audits Executive's disclosure action and evidence of performance of the Servicescompliance with or pursuant to such authority.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff its employees, subcontractors and agents to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services performance under this Contract to Agency hereunder, and shall advise Contractor Staff its employees, subcontractors and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall must hold, and shall must cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall must not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available available, or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall must advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall must assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall must advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall must not at any time during or after the term Term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall must deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assuranceQuality Assurance, audits audits, and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services. Confidentiality Policies Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs. Injunctive Relief Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, Agency may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Agency and are reasonable in scope and content. Publicity Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency. indemnity by contractor Claims Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff agrees to hold, all hold Confidential Information in strict confidence, using the highest standard of care applicable, and Contractor shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors)parties, or use Confidential Information for any purposes whatsoever other than in the provision normal and customary course of undertaking the Work or Services to Agency hereunderprovided for in this Contract, and Contractor shall advise each Contractor Staff Responsible Party of their the obligations to keep Confidential Information confidential. Contractor shall use its best efforts to assist Agency Owner in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency Owner immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, Contract and Contractor will shall at its expense cooperate with Agency Owner in seeking injunctive or other equitable relief in the name of Agency Owner, or Contractor against any such person. Contractor agrees that, except as directed by Owner, Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, Contract disclose, directly or indirectly, any Confidential Information to any person, except in accordance with the express terms and provisions of this Contract. Upon expiration or , and that upon termination of this Contract or at Agencyany other time at Owner’s request, Contractor shall will deliver or turn over to Agency Owner all documents, papers, and other matter in Contractor's ’s possession that embody constitutes Confidential Information. Notwithstanding The above obligation shall not extend to Confidential Information which is required to be disclosed by court order or subpoena, provided the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy first gives Owner at least five (5) business days prior notification of such Confidential Information necessary for quality assurance, audits and evidence of performance disclosure so that Owner has an opportunity to make a timely objection to the validity of the Servicescourt order/subpoena.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information (including PII) to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff agrees to hold, all hold Confidential Information in strict confidence, using the highest standard of care applicable, and Contractor shall not copy, reproduce, sell, assign, license, market, transfer, distribute, transfer or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, disclose Confidential Information to third parties (other than its authorized subcontractors)parties, or use Confidential Information for any purposes whatsoever other than in the provision normal and customary course of undertaking the Work or Services to Agency hereunderprovided for in this Contract, and Contractor shall advise each Contractor Staff Responsible Party of their the obligations to keep Confidential Information confidential. Contractor shall use its best efforts to assist Agency Owner in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency Owner immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, Contract and Contractor will shall at its expense cooperate with Agency Owner in seeking injunctive or other equitable relief in the name of Agency Owner, or Contractor against any such person. Contractor agrees that, except as directed by Owner, Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, Contract disclose, directly or indirectly, any Confidential Information to any person, except in accordance with the express terms and provisions of this Contract. Upon expiration or , andthat upon termination of this Contract or at Agencyany other time at Owner’s request, Contractor shall will deliver or turn over to Agency Owner all documents, papers, and other matter in Contractor's ’s possession that embody constitutes Confidential Information. Notwithstanding The above obligation shall not extend to Confidential Information which is required to be disclosed by court order or subpoena, provided the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy first gives Owner at least five (5) business days prior notification of such Confidential Information necessary for quality assurance, audits and evidence of performance disclosure so that Owner has an opportunity to make a timely objection to the validity of the Servicescourt order/subpoena.