Contractor Confidentiality Agreement

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Contractor Confidentiality Agreement
Preface
In accordance with the Data Confidentiality Policy for Contractors, those who access data,
whether directly or indirectly, must be in compliance with all applicable laws and regulations, as
well as relevant UNLV policies and procedures. Depending on how the business relationship
between the university and the contractor is established, one of the following three scenarios will
apply:
1. Contractors hired through the UNLV procurement process are bound by the terms and
conditions associated with the protection of university data included in the executed contract.
2. Contractors hired or engaged in any way to work specifically with Protected Health
Information must complete a HIPAA Business Associate Agreement.
3. All other contractors must comply with all provisions of the Contractor Confidentiality
Agreement included below. The agreement can be modified with approval of General
Counsel.
The Agreement
This is an agreement (“Agreement”) between the Board of Regents of the Nevada System of
Higher Education on behalf of the University of Nevada, Las Vegas (“UNLV”) and [insert name
of Contractor] (“the Contractor”).
It is understood and agreed to that UNLV may disclose information to Contractor orally,
electronically, or in writing. Any information thus disclosed shall be considered confidential and
proprietary, regardless of whether it is marked or designated as such, and shall only be used
and/or disclosed as provided in this Agreement.
The Contractor shall limit disclosure of confidential information within its own organization to
its employees and/or third parties with subcontracts having a need to know. Subcontractors must
abide by the confidentiality requirements hereunder. The Contractor and affiliates will not
disclose the confidential information obtained from UNLV unless required to do so by law.
The Contractor acknowledges and agrees that a breach or violation of the covenants contained in
this Agreement will have an irreparable, material and adverse effect upon UNLV and that
damages arising from any such breach or violation may be difficult to ascertain. Without limiting
any other remedy at law or in equity available to UNLV, in the event of a breach of the
covenants contained in this Agreement by Contractor, its employees, agents, or subcontractors,
UNLV shall have the right to an immediate injunction enjoining Contractor's breach or violation
of such covenant or covenants, without the need to post any security or bond. UNLV shall have
the right to receive from Contractor reasonable attorneys' fees, costs and expenses in the event
any litigation or judicial proceeding is necessary to enforce the provisions of this Agreement.
Every right and remedy of UNLV shall be cumulative and UNLV, in its sole discretion, may
exercise any and all rights or remedies stated in this Agreement or otherwise available at law or
in equity.
Contractor Confidentiality Agreement
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