Common use of Buyer Data Clause in Contracts

Buyer Data. 9.1 Supplier shall, and shall procure that Supplier’s sub-contractors shall, comply with the European Union Data Protection Directive, the Telecoms Data Protection Directive 1997 and the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer or its employees to which Supplier and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement. 9.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 neither Supplier nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer or its employees other than in the UK; 9.2.2 Supplier and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 except to the extent otherwise required by law, Supplier and its sub-contractors shall each act in relation to personal data relating to or originating from the Buyer or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer and that: 9.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier or its sub-contractors; and 9.3.2 neither Supplier nor any of its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 use of Buyer Data by Supplier or any sub-contractor otherwise than for the benefit of the Buyer and in accordance with this Agreement; or 9.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 use of Buyer Data by Supplier or any sub-contractor in any way that would be harmful to the Buyer. 9.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 Supplier shall ensure that each Supplier sub-contractor who processes personal data (as defined in the Legislation) of the Buyer shall enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer in this clause.

Buyer Data. 9.1 23.1 Supplier shall, and shall procure that Supplier’s sub-Group and sub- contractors to Supplier’s Group shall, comply with the European Union Data Protection Directive, the Telecoms Data Protection Directive 1997 and the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer’s Group or its employees to which Supplier Supplier’s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement.Agreement.‌ 9.2 23.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 23.2.1 neither Supplier Supplier’s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer’s Group or its employees other than in the UK; 9.2.2 Supplier 23.2.2 Supplier’s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer’s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 23.2.3 except to the extent otherwise required by law, Supplier Supplier’s Group and its sub-contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer’s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 23.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that: 9.3.1 23.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer’s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier’s Group or its sub-sub- contractors; andand‌ 9.3.2 neither Supplier nor any 23.3.2 none of Supplier’s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 23.4 Supplier shall not have any right to nor shall it permit the:the:‌ 9.4.1 23.4.1 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer’s Group and in accordance with this Agreement; or 9.4.2 23.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 23.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer’s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 23.4.4 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor in any way that would be harmful to the Buyer.’s Group.‌ 9.5 23.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier’s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 23.6 Supplier shall ensure that each Supplier member of Supplier’s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer’s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer’s Group in this clause.

Buyer Data. 9.1 24.1 Supplier shall, and shall procure that Supplier’s Group and sub-contractors to Supplier’s Group shall, comply with the European Union Data Protection Directive, the General Data Protection Regulation, the Telecoms Data Protection Directive 1997 and 1997, the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer’s Group or its employees to which Supplier Supplier’s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement. 9.2 24.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 24.2.1 neither Supplier Supplier’s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer’s Group or its employees other than in the UK; 9.2.2 Supplier 24.2.2 Supplier’s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer’s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 24.2.3 except to the extent otherwise required by law, Supplier Supplier’s Group and its sub-sub- contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer’s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 24.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that: 9.3.1 24.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer’s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier’s Group or its sub-sub- contractors; and 9.3.2 neither Supplier nor any 24.3.2 none of Supplier’s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 24.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 24.4.1 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer’s Group and in accordance with this Agreement; or 9.4.2 24.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-sub- contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 24.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer’s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 24.4.4 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor in any way that would be harmful to the Buyer’s Group. 9.5 24.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier’s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 24.6 Supplier shall ensure that each Supplier member of Supplier’s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer’s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer’s Group in this clause.

Buyer Data. 9.1 23.1 Supplier shall, and shall procure that Supplier’s sub-Group and sub- contractors to Supplier’s Group shall, comply with the European Union Data Protection Directive, the Telecoms Data Protection Directive 1997 and the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer’s Group or its employees to which Supplier Supplier’s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement.Agreement.‌ 9.2 23.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 23.2.1 neither Supplier Supplier’s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer’s Group or its employees other than in the UK; 9.2.2 Supplier 23.2.2 Supplier’s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer’s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; andand‌ 9.2.3 23.2.3 except to the extent otherwise required by law, Supplier Supplier’s Group and its sub-contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer’s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 23.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that:that:‌ 9.3.1 23.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer’s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier’s Group or its sub-sub- contractors; and 9.3.2 neither Supplier nor any 23.3.2 none of Supplier’s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 23.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 23.4.1 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer’s Group and in accordance with this Agreement; or 9.4.2 23.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 23.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer’s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; oror‌ 9.4.4 23.4.4 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor in any way that would be harmful to the Buyer’s Group. 9.5 23.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier’s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 23.6 Supplier shall ensure that each Supplier member of Supplier’s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer’s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer’s Group in this clause.

Buyer Data. 9.1 23.1 Supplier shall, and shall procure that Supplier’s Group and sub-contractors to Supplier’s Group shall, comply with the European Union Data Protection Directive, the Telecoms Data Protection Directive 1997 and the Data Protection Act 1998 applicable data protection legislation (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer’s Group or its employees to which Supplier Supplier’s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement. 9.2 23.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 23.2.1 neither Supplier Supplier’s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer’s Group or its employees other than in the UK; 9.2.2 Supplier 23.2.2 Supplier’s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer’s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 23.2.3 except to the extent otherwise required by law, Supplier Supplier’s Group and its sub-contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer’s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 23.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that: 9.3.1 23.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer’s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier’s Group or its sub-contractors; and 9.3.2 neither Supplier nor any 23.3.2 none of Supplier’s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 23.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 23.4.1 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer’s Group and in accordance with this Agreement; or 9.4.2 23.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 23.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer’s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 23.4.4 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor in any way that would be harmful to the Buyer’s Group. 9.5 23.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier’s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 23.6 Supplier shall ensure that each Supplier member of Supplier’s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer’s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer’s Group in this clause.

Buyer Data. 9.1 24.1 Supplier shall, and shall procure that Supplier’s Group and sub-contractors to Supplier’s Group shall, comply with the European Union Data Protection Directive, the General Data Protection Regulation, the Telecoms Data Protection Directive 1997 and 1997, the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer’s Group or its employees to which Supplier Supplier’s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement. 9.2 24.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 24.2.1 neither Supplier Supplier’s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer’s Group or its employees other than in the UK; 9.2.2 Supplier 24.2.2 Supplier’s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer’s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 24.2.3 except to the extent otherwise required by law, Supplier Supplier’s Group and its sub-sub- contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer’s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 24.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that: 9.3.1 24.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer’s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier’s Group or its sub-contractors; and 9.3.2 neither Supplier nor any 24.3.2 none of Supplier’s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 24.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 24.4.1 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer’s Group and in accordance with this Agreement; or 9.4.2 24.4.2 disclosure of any Buyer Data except to Supplier’s employees or permitted sub-sub- contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 24.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer’s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 24.4.4 use of Buyer Data by Supplier any member of Supplier’s Group or any sub-contractor in any way that would be harmful to the Buyer’s Group. 9.5 24.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier’s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 24.6 Supplier shall ensure that each Supplier member of Supplier’s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer’s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer’s Group in this clause.

Buyer Data. 9.1 23.1 Supplier shall, and shall procure that Supplier’s sub-Supplier‟s Group and sub- contractors to Supplier‟s Group shall, comply with the European Union Data Protection Directive, the Telecoms Data Protection Directive 1997 and the Data Protection Act 1998 (the "Legislation") in relation to any personal data (as defined in the Legislation) relating to or originating from the Buyer Buyer‟s Group or its employees to which Supplier Supplier‟s Group and its sub-contractors gain access for the purposes of or pursuant to the arrangements contemplated by this Agreement. 9.2 23.2 Supplier undertakes that except where otherwise agreed by the Parties in writing: 9.2.1 23.2.1 neither Supplier Supplier‟s Group nor any of its sub-contractors shall process, or direct the processing of any personal data relating to or originating from Buyer Buyer‟s Group or its employees other than in the UK; 9.2.2 Supplier 23.2.2 Supplier‟s Group and its sub-contractors each have in place now and shall on a continuing basis take all reasonable technical and organisational measures to keep all personal data relating to or originating from Buyer Buyer‟s Group or its employees secure and to protect the personal data against accidental loss or unlawful destruction, alteration, disclosure or access; and 9.2.3 23.2.3 except to the extent otherwise required by law, Supplier Supplier‟s Group and its sub-contractors shall each act in relation to personal data relating to or originating from the Buyer Buyer‟s Group or its employees only in accordance with Buyer's instructions except to the extent that Supplier can show that the instructions are not in accordance with the Legislation. 9.3 23.3 Supplier acknowledges and agrees that Buyer Data is the exclusive property of the Buyer Group and that: 9.3.1 23.3.1 all Intellectual Property Rights in Buyer Data is and shall remain owned by the Buyer Buyer‟s Group notwithstanding any Modifications created or developed to or in respect of Buyer Data by or on behalf of Supplier Supplier‟s Group or its sub-sub- contractors; and 9.3.2 neither Supplier nor any 23.3.2 none of Supplier‟s Group or its sub-contractors shall delete or remove any copyright notices contained within or relating to any Buyer Data. 9.4 23.4 Supplier shall not have any right to nor shall it permit the: 9.4.1 23.4.1 use of Buyer Data by Supplier any member of Supplier‟s Group or any sub-contractor otherwise than for the benefit of the Buyer Buyer‟s Group and in accordance with this Agreement; or 9.4.2 23.4.2 disclosure of any Buyer Data except to Supplier’s Supplier‟s employees or permitted sub-contractors of Supplier on a need to know basis directly concerned with the performance of its obligations and Supplier shall maintain and make available to Buyer on reasonable notice a log identifying such Supplier’s Supplier‟s employees and the extent of their access to Buyer Data from time to time; or 9.4.3 23.4.3 unless required by law, disclosure of any Buyer Data to any persons to whom Supplier is able to disclose such Buyer Data in accordance with the terms of this Agreement unless such persons are made aware, prior to disclosure, of the confidential nature thereof and that they owe a duty of confidence to the Buyer Buyer‟s Group in respect of such information and Supplier to use best endeavours to ensure that such persons comply with such duty; or 9.4.4 23.4.4 use of Buyer Data by Supplier any member of Supplier‟s Group or any sub-contractor in any way that would be harmful to the BuyerBuyer‟s Group. 9.5 23.5 If any Buyer Data is lost or corrupted as a result of any act or omission of any of Supplier Supplier‟s Group or its sub-contractors, Supplier shall restore Buyer Data at its own expense to the most recent back-up point. Buyer shall ensure that Buyer Data in its possession or control is backed up regularly in accordance with its policy on performing back-up of Buyer Data. 9.6 23.6 Supplier shall ensure that each Supplier member of Supplier‟s Group and each sub-contractor used by it who processes personal data (as defined in the Legislation) of the Buyer shall Buyer‟s Group also enter into an agreement undertaking to Supplier in equivalent terms to the undertakings given by Supplier to the Buyer Buyer‟s Group in this clause.