Common use of Confidentiality of State Information Clause in Contracts

Confidentiality of State Information. In performance of this Master Agreement and any SOW Agreement entered into hereunder, and any exhibit or schedule hereunder, the Party acknowledges that certain State data , to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“State Data”). Before receiving or controlling State Data, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to the State. State Data shall not be stored, accessed from, or transferred to any location outside the United States. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data received and collected by Contractor in connection with this Master Agreement and any SOW Agreement entered into hereunder . The Contractor agrees not to publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form or authorize or permit others to do so. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall use State Data only for the purposes of and in accordance with this Master Agreement any SOW Agreement. The Contractor shall provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information. The Contractor shall not retain any State Data except to the extent required to perform the services under an SOW Agreement. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order.

Confidentiality of State Information. In performance of this Master Agreement and any SOW Agreement entered into hereunderContract, and any exhibit or schedule hereunder, the Party Contractor acknowledges that certain State data Data (as defined below), to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“State Data”). Before receiving or controlling State Data[In addition to the provisions of this Section, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to shall comply with the requirements set forth in the State’s HIPAA Business Associate Agreement attached to this Contract as Attachment ]. State Data shall not be stored, accessed from, or transferred to any location outside the United States. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data received and collected by Contractor in connection with this Master Agreement and any SOW Agreement entered into hereunder Data. The Contractor agrees that (a) it will use the State Data only as may be necessary in the course of performing duties or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information; (c) it will not to publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form orally or authorize in writing to any third party unless it has received written approval from the State and that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the State’s information; and (e) it will not otherwise appropriate such information to its own use or permit others to do sothe use of any other person or entity. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall use State Data only for the purposes of and in accordance with this Master Agreement any SOW Agreement. The Contractor shall provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information. The Contractor shall not retain any State Data except to the extent required to perform the services under an SOW Agreementthis Contract. Contractor shall not access State user accounts or State Data, except in the course of data center operations, response to service or technical issues, as required by the express terms of this Contract, or at State’s written request. Contractor may not share State Data with its parent company or other affiliate without State’s express written consent. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order.

Confidentiality of State Information. In performance of this Master Agreement and any SOW Agreement entered into hereunderContract, and any exhibit or schedule hereunder, the Party Contractor acknowledges that certain State data Data (as defined below), to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“State Data”). Before receiving or controlling State Data[In addition to the provisions of this Section, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to shall comply with the requirements set forth in the State’s HIPAA Business Associate Agreement attached to this Contract as Attachment E]. State Data shall not be stored, accessed from, or transferred to any location outside the United States. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data received and collected by Contractor in connection with this Master Agreement and any SOW Agreement entered into hereunder Data. The Contractor agrees that (a) it will use the State Data only as may be necessary in the course of performing duties or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information; (c) it will not to publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form orally or authorize in writing to any third party unless it has received written approval from the State and that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the State’s information; and (e) it will not otherwise appropriate such information to its own use or permit others to do sothe use of any other person or entity. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall use State Data only for the purposes of and in accordance with this Master Agreement any SOW Agreement. The Contractor shall provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information. The Contractor shall not retain any State Data except to the extent required to perform the services under an SOW Agreementthis Contract. Contractor shall not access State user accounts or State Data, except in the course of data center operations, response to service or technical issues, as required by the express terms of this Contract, or at State’s written request. Contractor may not share State Data with its parent company or other affiliate without State’s express written consent. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order.

Confidentiality of State Information. In performance of this Master Agreement and any SOW Agreement entered into hereunderContract, and any exhibit or schedule hereunder, the Party Contractor acknowledges that certain State data Data (as defined below), to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“State Data”). Before receiving or controlling State Data[In addition to the provisions of this Section, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to shall comply with the requirements set forth in the State’s HIPAA Business Associate Agreement attached to this Contract as Attachment __]. State Data shall not be stored, accessed from, or transferred to any location outside the United States. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data received and collected by Contractor in connection with this Master Agreement and any SOW Agreement entered into hereunder Data. The Contractor agrees that (a) it will use the State Data only as may be necessary in the course of performing duties or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information; (c) it will not to publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form orally or authorize in writing to any third party unless it has received written approval from the State and that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the State’s information; and (e) it will not otherwise appropriate such information to its own use or permit others to do sothe use of any other person or entity. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall use State Data only for the purposes of and in accordance with this Master Agreement any SOW Agreement. The Contractor shall provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information. The Contractor shall not retain any State Data except to the extent required to perform the services under an SOW Agreementthis Contract. Contractor shall not access State user accounts or State Data, except in the course of data center operations, response to service or technical issues, as required by the express terms of this Contract, or at State’s written request. Contractor may not share State Data with its parent company or other affiliate without State’s express written consent. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order.

Confidentiality of State Information. In performance of this Master Agreement and any SOW Agreement entered into hereunderContract, and any exhibit or schedule hereunder, the Party acknowledges that certain State data Data (as defined below), to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under law. In addition to the State provisions of Vermont Access to Public Records Actthis Section, 1 V.S.A. § 315 et seq. (“State Data”). the Party shall execute the Business Associate Agreement attached as Attachment E. Before receiving or controlling State Data, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to the State. State Data that is personally identifiable information as defined in 9 V.S.A. 2430, “Protected Health Information” as defined under 45 CFR 160.103, Federal Tax Information as defined by IRS Publication 1075 (Nov. 2021) and any other State information which may be exempt from disclosure under 3 V.S.A 317 (together, “State Data”) shall not be stored, accessed from, or transferred to any location outside the United States. Notwithstanding the foregoing, it is understood Contractor, or its affiliates or agents performing services hereunder outside of the United States, will have access to passwords, access codes, user identifications, security procedures or similar information to perform services under the Contract. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data received and collected by Contractor in connection with this Master Agreement and any SOW Agreement entered into hereunder Contract. The Contractor agrees not to publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form or authorize or permit others to do so. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall use State Data only for the purposes of and in accordance with this Master Agreement any SOW AgreementContract. The Contractor shall provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information. The Contractor shall not retain any cause all Contractor Personnel charged with performing Services in connection with this Contract, or who are otherwise in a position to obtain or be granted access to State Data except Information, to execute a non-disclosure agreement or the like in a form acceptable to the extent required State. Contractor shall require that all Contractor Personnel comply with the provisions of the non-disclosure agreement and Contractor is responsible for any failure of any Contractor Personnel to perform the services under an SOW Agreementcomply with all such provisions. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order.