Contractual Language for Agreements with Third Parties
Safeguarding of Social Security Numbers. Contractor agrees that it may (1) create, (2) receive from or on behalf of University, or (3) have access to, records or record systems containing social security numbers (collectively, the "Records"). Contractor represents, warrants, and agrees that it will: (1) hold the Records in strict confidence and will not use or disclose the Records except as (a) permitted or required by this Agreement, (b) required by law, or (c) otherwise authorized by University in writing; (2) safeguard the Records according to commercially reasonable administrative, physical and technical standards that are no less rigorous than the standards by which Contractor protects its own confidential information; and (3) continually monitor its operations and take any action necessary to assure that the Records are safeguarded in accordance with the terms of this Agreement. At the request of University, Contractor agrees to provide University with a written summary of the procedures Contractor uses to safeguard the Records.
If an impermissible use or disclosure of any of the Records occurs, Contractor will provide written notice to University within one (1) business day after Contractor's discovery of that use or disclosure. Contractor will promptly provide University with all information requested by University regarding the impermissible use or disclosure.
In addition to any other termination rights set forth in this Agreement and any other rights at law or equity, if University reasonably determines that Contractor has breached any of the restrictions or obligations set forth in this Section, University may immediately terminate this Agreement without notice or opportunity to cure. [Consider whether there should be additional remedial options.]
[OPTION: In the event of a breach or threatened breach of the restrictions and obligations set forth in this Section, Contractor agrees that University cannot be reasonably or adequately compensated in damages. Accordingly, Contractor acknowledges and agrees that a breach by Contractor of the provisions of this Section will cause University irreparable injury and damage. Contractor, therefore, expressly agrees that University will be entitled to injunctive and other equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a breach of this Section.]
Contractor agrees that within thirty (30) days after the expiration or termination of this Agreement, for any reason, all Records created or received from or on behalf of University shall be (1) returned to University, with no copies retained by Contractor; or (2) if return is not feasible, destroyed. Thirty (30) days before destruction of any of the Records, Contractor will provide University with written notice of Contractor's intent to destroy the Records. Contractor will confirm to University in writing the destruction of the Records.
If Contractor discloses any of the Records to a subcontractor or agent, Contractor will require the subcontractor or agent to comply with the same restrictions and obligations as are imposed on Contractor by this Section.
The restrictions and obligations under this Section will survive expiration or termination of this Agreement for any reason.
Provision Prepared by the UT System Office of General Counsel
September 30, 2004