Unauthorized Use and Disclosure Clause Samples

Unauthorized Use and Disclosure. 4.3.1 Both Parties acknowledge that any use or disclosure of Confidential Information in violation of this Agreement may cause irreparable injury not readily measurable in monetary damages. 4.3.2 Any unauthorized use or disclosure by any of the employees, consultants, and/or representatives of Receiving Party shall be deemed to be an unauthorized use or disclosure by Receiving Party. 4.3.3 In the event of an unauthorized use or disclosure, Receiving Party shall indemnify and hold harmless Disclosing Party from and against any and all damages, losses, costs, expenses and attorneys’ fees incurred as a result of such unauthorized use or disclosure. 4.3.4 In the event of an unauthorized use or disclosure, Disclosing Party shall be entitled to seek, without waiving any other rights, recourses, or remedies to which it may be entitled under this Agreement, at law or in equity, and without requiring a bond to be posted, injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
View SourceView Similar (5)
Unauthorized Use and Disclosure. 4.1 GoTo will promptly notify Covered Entity of the following events to the extent it becomes aware of (1) any Breach of unsecured PHI; or (2) any “Security Incident” as the term is defined in 45 C.F.R. § 164.304, each of the foregoing (1)-(2) only as applicable to information GoTo creates, receives, maintains or transmits from or on behalf of Covered Entity. Notwithstanding these assurances, the Parties acknowledge and agree that this section constitutes notice by GoTo to Covered Entity of the ongoing existence and occurrence of attempted but “Unsuccessful Security Incidents” for which no additional notice to Covered Entity is required. “Unsuccessful Security Incidents” includes pings and other broadcast attacks on GoTo’s firewall, port scans, unsuccessful log-on attempts, denials of service, and any combination of the above, so long as no successful security incident results in unauthorized access, use or disclosure of PHI. 4.2 If applicable, and to the extent possible, GoTo’s notice to Covered Entity under this section will include the content set out in 45 C.F.R. § 164.410, including the following information: (a) the date of discovery of the Breach; (b) the identification of individuals and/or classes of individuals who are subject to the Breach; and (3) a general description of the nature of the Breach. To the extent GoTo is responsible for a Breach, and subject to any limitations of liability set forth herein, GoTo will use reasonable efforts to mitigate, to the extent practicable, any harmful effect arising from that Breach. The Parties agree to cooperate when making any required notifications to the affected Individuals with respect to any such Breach.
View Source
Unauthorized Use and Disclosure. You shall not use, disclose to third parties, or otherwise misappropriate, any Confidential Information or trade secrets of Franklin Electric. You recognize that the penalties for the misappropriation of the Confidential Information or trade secrets may include disgorgement of profits, payment of royalties, compensatory damages, punitive damages, and attorneys' fees. You understand that after the termination of your employment and the Consulting Period, you will continue to be prohibited at any time thereafter from misappropriation, use or disclosure of any Confidential Information or trade secrets of Franklin Electric. You agree that all such Confidential Information is and shall remain the sole and exclusive property of Franklin Electric. Except as may be expressly authorized by Franklin Electric in writing, or as may be required by law after providing due notice thereof to Franklin Electric, you shall not disclose, or cause any other person or entity to disclose, any Confidential Information to any third-party for as long thereafter as such information remains confidential (or as limited by applicable law) and shall not make use of any such Confidential Information for your own purposes or for the benefit of any other entity or person. The parties acknowledge that Confidential Information shall not include any information that is otherwise made public through no fault of you or other wrongdoing.
View Source
Unauthorized Use and Disclosure. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party or any other breach of this Agreement by the Receiving Party and will reasonably cooperate with the Disclosing Party to regain possession of its Confidential Information and prevent any further unauthorized use or disclosure.
View Source

Related to Unauthorized Use and Disclosure

  • Unauthorized Disclosure The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.