Use and Disclosure Obligations Clause Samples

The Use and Disclosure Obligations clause defines how parties may use and share confidential or sensitive information obtained during their relationship. Typically, it restricts the recipient from using the information for any purpose other than those expressly permitted by the agreement and limits disclosure to only those individuals or entities who need to know, such as employees or contractors bound by similar confidentiality terms. This clause is essential for protecting proprietary or sensitive data, ensuring that information is not misused or improperly shared, thereby reducing the risk of unauthorized disclosure and maintaining trust between the parties.
Use and Disclosure Obligations. Confidential Information belonging to Everbridge shall not be used by Partner except for the purposes of this Agreement. Confidential Information shall not be disclosed by the Partner except: (i) to the Partner's personnel having a need to know; (ii) to the personnel of the Partner's parent, subsidiary or affiliate companies having a need to know; (iii) to the personnel of the Partner's consultants and attorneys having a need to know, and only then if such consultants and attorneys are bound by confidentiality and non-disclosure commitments substantially similar to those contained herein; or (iv) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, but only to the extent so ordered, and provided that the Partner shall use its best efforts to provide timely written notice to Everbridge to enable Everbridge to seek a protective order. Partner agrees to protect Confidential Information of Everbridge using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than reasonable care. Everbridge is not required by this Agreement to disclose any particular information to the Partner and any disclosure pursuant to this Agreement is entirely voluntary and does not, in itself: (i) create any warranties or representations of any kind; (ii) create any commitment as to any future transaction, product, service, or other prospective business relationship; or (iii) constitute solicitation of any business or the incurring of any obligation by either party, except as expressly specified herein.
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Use and Disclosure Obligations. Business Associate agrees to use and disclose PHI that is provided by Covered Entity to Business Associate, or that Business Associate creates or receives on behalf of Covered Entity pursuant to the Services Agreement, only to the extent necessary to perform the Services under the Services Agreement. Business Associate agrees not to use or further disclose such PHI other than as permitted or required by this Agreement or as required by law. Nothing in this Agreement shall be construed to authorize Business Associate to use or disclose any such PHI in a manner that would violate the HIPAA Privacy and Security Rules, 45 C.F.R. § 164.101 et seq., if such use or disclosure were made by a HIPAA covered entity. Business Associate shall not directly or indirectly receive remuneration in exchange for disclosing PHI received from or on behalf of Covered Entity except as permitted by ▇▇▇▇▇▇ ▇▇▇ § ▇▇▇▇▇ and any implementing regulations that may be promulgated or revised from time to time.
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Use and Disclosure Obligations 
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Related to Use and Disclosure Obligations

  • Non-Disclosure Obligations 12.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Disclosure Obligations LAUSD expects Contractors and their Representatives to satisfy the following public disclosure obligations:

  • Nondisclosure Obligations (a) Except as otherwise specifically contemplated by Section 2.7 or as provided in this Article 6, during the Term of this Agreement and for a period of five (5) years thereafter, both Parties shall maintain in confidence (i.e., not disclose to any third party) and use only for purposes specifically authorized under this Agreement confidential information and data received from the other Party, whether such information is contained in a written or electronic document, whether it is oral or whether it is disclosed by means of inspection. (b) For purposes of this Article 6, information and data described in clause (a) shall be referred to as “Information.” To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Information it is otherwise obligated under this Section not to disclose, to its Affiliates, employees, officers, directors, lenders, sublicensees, consultants, outside contractors and clinical investigators on a need-to-know basis and on condition that such entities or persons agree in writing to keep the Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; notwithstanding the foregoing the Party so disclosing Information will be liable to the other Party hereunder for any misuse or improper disclosure of any such Information by any such firms or individuals. A Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials of, and to commercially market, the Product. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes part of the public domain other than by unauthorized acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees, (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a third party, provided such Information was not obtained by such third party directly or indirectly from the other Party under this Agreement pursuant to a confidentiality agreement, (iii) prior to disclosure under this Agreement can be shown by written documents to have been already in the possession of the receiving Party or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other Party under this Agreement pursuant to a confidentiality agreement, (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement, or (v) is disclosed by the receiving Party pursuant to oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand of a court or governmental agency, provided that the receiving Party notifies the other Party immediately upon receipt of any such official requests (and provided that the disclosing Party furnishes only that portion of the Information which is legally required). The Party asserting the applicability of one of the exclusions set forth in the immediately preceding sentence shall have the burden of proving the applicability of any such exclusion in any particular circumstance.

  • Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI: a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to EPHI, to prevent the unauthorized Use or disclosure of PHI other than as provided for in this Contract or as required by law, for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract.