Return, Destruction, and Retention of Confidential Information Clause Samples

The 'Return, Destruction, and Retention of Confidential Information' clause outlines the obligations of parties to handle confidential materials at the end of a business relationship or upon request. Typically, it requires that all confidential documents and data be either returned to the disclosing party, securely destroyed, or retained only as necessary for legal compliance, such as for audit or regulatory purposes. This clause ensures that sensitive information is not improperly retained or disclosed after the conclusion of an agreement, thereby protecting the interests and proprietary data of the parties involved.
POPULAR SAMPLE Copied 1 times
Return, Destruction, and Retention of Confidential Information. Within fifteen (15) calendar days of the termination date of this Agreement, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information (including, but not limited to, any and all copies, records, notes, and other materials in the Receiving Party’s possession). With respect to the return or destruction by the Receiving Party of Confidential Information, this Section 12.4 (Return, Destruction, and Retention of Confidential Information) will not be applicable to: (a) Confidential Information that the Receiving Party is required by applicable law, including, but not limited to, securities and regulatory laws, to retain a copy of such Confidential Information; and (b) Confidential Information that is retained in any of Receiving Party’s computer systems, hard drives, and other electronic media storage devices as a result of automatic archiving and back-up procedures. Regardless of the return, destruction, or retention of the Confidential Information, the Receiving Party will continue to be bound by the obligations of confidentiality as set forth in this Agreement. Further, any Confidential Information retained by the Receiving Party will not be accessible by the Receiving Party and their Personnel (other than Personnel whose functions are primarily information technology, legal and/or compliance in nature) for as long as such Confidential Information is retained.
View Source

Related to Return, Destruction, and Retention of Confidential Information

  • Retention or destruction of Confidential Information If Network Rail or the Train Operator, as the case may be, has not received a request to return any Confidential Information to the other party under and within the time limits specified in Clause 14.3, it may destroy or retain such Confidential Information.

  • Return or Destruction of Confidential Information If an Interconnection Party provides any Confidential Information to another Interconnection Party in the course of an audit or inspection, the providing Interconnection Party may request the other party to return or destroy such Confidential Information after the termination of the audit period and the resolution of all matters relating to that audit. Each Interconnection Party shall make Reasonable Efforts to comply with any such requests for return or destruction within ten days of receiving the request and shall certify in writing to the other Interconnection Party that it has complied with such request.

  • Destruction of Confidential Information Upon the Disclosing Party’s written request, at any time during or after the term of this Agreement, the Recipient and its Representatives shall promptly return all copies, in any form or media, of the Disclosing Party’s Confidential Information, or destroy such copies and certify in writing that the Confidential Information has been destroyed. Additionally, the Recipient shall destroy all copies of any Notes created by the Recipient or its Representatives and certify that such Notes have been destroyed. However, the following exceptions apply: The Recipient and its Representatives are not required to destroy electronic copies of Confidential Information created as part of standard backup and archival processes, provided that: personnel not primarily involved in information technology do not have access to such retained copies; and information technology personnel only access such copies as necessary to perform regular IT functions (e.g., system recovery). The Recipient and its Representatives may retain: one copy of the Confidential Information as necessary to defend or maintain any litigation related to this Agreement or the Confidential Information, or to comply with established document retention policies; and copies of the Confidential Information as required by applicable law, regulation, or rule, or as necessary to comply with any request or requirement of a legal, regulatory, governmental, or supervisory authority, provided that the Recipient and its Representatives remain bound by the terms of this Agreement concerning any retained Confidential Information.

  • Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.

  • Identification and Protection of Confidential Information Article 1, section 24, of the Florida Constitution, guarantees every person access to public records, and section 119.011, F.S., provides a broad definition of “public record.” As such, records submitted to the Department (or any other State agency) are public records and are subject to disclosure unless exempt from disclosure by law. If the Contractor considers any portion of a record it provides to the Department (or any other State agency) to be trade secret or otherwise confidential or exempt from disclosure under Florida or federal law (“Confidential Information”), the Contractor shall mark as “confidential” each page of a document or specific portion of a document containing Confidential Information and simultaneously provide the Department (or other State agency) with a separate, redacted copy of the record. The Contractor shall state the basis of the exemption that the Contractor contends is applicable to each portion of the record redacted, including the specific statutory citation for such exemption. The Contractor shall only redact portions of records that it claims contains Confidential Information. If the Contractor fails to mark a record it claims contains Confidential Information as “confidential,” or fails to submit a redacted copy in accordance with this section of a record it claims contains Confidential Information, the Department (or other State agency) shall have no liability for release of such record. The foregoing will apply to every instance in which the Contractor fails to both mark a record “confidential” and redact it in accordance with this section, regardless of whether the Contractor may have properly marked and redacted the same or similar Confidential Information in another instance or record submitted to the Department (or any other State agency). In the event of a public records request, to which records the Contractor marked as “confidential” are responsive to the request, the Department shall provide the Contractor- redacted copy to the requestor. If the Contractor has marked a record as “confidential” but failed to provide a Contractor-redacted copy to the Department, the Customer may notify the Contractor of the request and the Contractor may have up to ten (10) Business Days from the date of the notice to provide a Contractor-redacted copy, or else the Department may release the unredacted record to the requestor without liability. If the Department provides a Contractor- redacted copy of the documents and the requestor asserts a right to the Contractor-redacted Confidential Information, the Department shall promptly notify the Contractor such an assertion has been made. The notice will provide that if the Contractor seeks to protect the Contractor-redacted Confidential Information from release it must, within thirty (30) days after the date of the notice and at its own expense, file a cause of action seeking a declaratory judgment that the information in question is exempt from section 119.07(1), F.S., or other applicable law and an order prohibiting the Department from publicly disclosing the information. The Contractor shall provide written notice to the Department of any cause of action filed. If the Contractor fails to file a cause of action within thirty (30) days the Department may release the unredacted copy of the record to the requestor without liability. If the Department is requested or compelled in any legal proceeding to disclose documents that are marked as “confidential” (whether by oral questions, interrogatories, requests for information or documents, subpoena, or similar process), unless otherwise prohibited by law, the Department shall give the Contractor prompt written notice of the demand or request prior to disclosing any Confidential Information to allow the Contractor to seek a protective order or other appropriate relief at the Contractor’s sole discretion and expense. If the Contractor fails to take appropriate and timely action to protect the Confidential Information contained within documents it has marked as “confidential” or fails to provide a redacted copy that may be disclosed, the Department may provide the unredacted records in response to the demand without liability. The Contractor shall protect, defend, and indemnify the Department for all claims, costs, fines, settlement fees, and attorneys’ fees, at both the trial and appellate levels, arising from or relating to the Contractor’s determination that its records contain Confidential Information. In the event of a third-party claim brought against the Department for failure to release the Contractor’s redacted Confidential Information, the Contractor shall assume, at its sole expense, the defense or settlement of such claim, including attorney’s fees and costs at both the trial and appellate levels. If the Contractor fails to continuously undertake the defense or settlement of such claim or if the Contractor and Department mutually agree that the Department is best suited to undertake the defense or settlement, the Department will have the right, but not the obligation, to undertake the defense or settlement of such claim, at its discretion. The Contractor shall be bound by any defense or settlement the Department may make as to such claim, and the Contractor agrees to reimburse the Department for the expense, including reasonable attorney’s fees and costs at both the trial and appellate levels associated with any defense or settlement that the Department may undertake to defend Contractor’s Confidential Information. The Department will also be entitled to join the Contractor in any third-party claim for the purpose of enforcing any right of indemnity under this section. If at any point the Department is reasonably advised by its counsel that disclosure of the Confidential Information is required by law, including but not limited to Florida’s public records laws, the Department may disclose such Confidential Information without liability hereunder.