Confidential Information and Data Protection. 17.1 Pericom and the Client may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
17.2 Each party will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and any other Confidential Information, whether written or oral, concerning the other party’s business or its products or its services which the other party may obtain, except to the extent any disclosure is required by law. This condition 17 shall survive termination of the Agreement. The Client and Pericom will not, without the consent of the other, disclose such information to any person other than:
17.2.1 their employees, contractors or professional advisers who shall require the information in order for the Client or Pericom to fulfill its obligations under the Agreement; or
17.2.2 in the case of the Client, its Users to the extent that they are required to use or access the Services.
17.3 Information shall not be treated as confidential if it is:
17.3.1 lawfully in the public domain;
17.3.2 lawfully in the possession of the Client or Pericom before disclosure from the other has taken place;
17.3.3 obtained from a third person who is entitled to disclose it; or
17.3.4 replicated independently by someone without access or knowledge of the information.
17.4 If the Client receives a request under the Freedom of Information Xxx 0000 which encompasses any information provided to the Client by Pericom in connection with the Contract the Client will notify Pericom immediately of the request and give Pericom at least ten Business Days to make representations before releasing the requested information (save to the extent otherwise required by law). The following terms shall mean: Data Processor shall take the meaning as defined in the Data Protection Legislation (“Process” or “Processing” shall be construed accordingly); Data Protection Legislation means the UK Data Protection Legislation and any other European Union Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); GDPR means EU Regulation 2016/679 General Data Protection Regulation; loss or destruction of, or damage to, Personal Data; and to time in the UK including the GDPR; the Data P...
Confidential Information and Data Protection. 15.1 Neither Party shall disclose any confidential information save as required by any enactment, requirement of any regulatory authority or pursuant to any judicial or arbitral process, or in the case of Network Rail as required by its statutory duties or Network Licence. On termination of this Agreement, the Customer shall either destroy or, if reasonably requested to do so, return any confidential information within its possession or control that belongs to or was provided by Network Rail.
15.2 The Parties agree that, for the purposes of the Data Protection Act 2018 and the European General Data Protection Regulation (Regulation (EU) 2016/679), as amended or re-enacted from time to time (together to be referred to as the GDPR), each Party processes personal data (as defined in the GDPR) as an independent data controller in its own right. Nothing in this Agreement is intended to construe either Party as the data processor of the other Party or as joint data controllers with one another with respect to Personal Data.
15.3 Each Party shall:
(a) comply with its obligations under the GDPR;
(b) be responsible for dealing with and responding to data subject requests, enquiries or complaints it receives (including any request by a data subject to exercise their rights under GDPR); and
(c) be responsible for managing all unlawful or unauthorised processing of personal data or any personal data breach as defined by the GDPR of which it becomes aware in accordance with their obligations under the GDPR, including reporting any such Security Incident to the Information Commissioner's Office (where necessary).
15.4 Each Party warrants that in complying with GDPR it is not subject to any restriction which would prevent or restrict it from disclosing or transferring personal data to the other Party in accordance with the terms of this Agreement.
Confidential Information and Data Protection. HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION
10.1. Each Party agrees to:
10.1.1. keep Confidential Information private and secret;
10.1.2. destroy all Confidential Information that is no longer required, subject to the Rules;
10.1.3. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards, to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers;
10.1.4. treat information as Confidential Information if it is uncertain about whether the information is confidential or not.
10.2. You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms of the Merchant Agreement.
10.3. You agree not to use any Confidential Information for your own or anyone else’s benefit and where you assist us in obtaining Customer Personal Information you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected.
10.4. You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause.
10.5. The confidentiality obligations will not apply in the following circumstances, if the Confidential Information:
10.5.1. at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Merchant Agreement;
10.5.2. has lawfully become known by or comes into the possession of a Party;
10.5.3. disclosure is required by Law;
10.5.4. was developed for a Party at any time independently of any information disclosed by the other Party; or
10.5.5. is disclosed by a Party with the prior written approval of an authorised representative of the other Party; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim.
10.6. Should you be required by Law to disclose any Confidential Information belonging to us then you must:
10.6.1. inform us in writing prior to any disclosure, ...
Confidential Information and Data Protection. A. Upon request, BOR will disclose the following information to DOE for dual credit program participants: student name, course enrollment data, and grade received.
B. For purposes of this JPA, BOR designates DOE as an authorized representative in connection with the audit or evaluation of state or federal supported educational programs.
X. XXX will use the information for the sole purposes of fulfilling its responsibilities in administering the dual credit program and evaluating the effectiveness of the dual credit program.
D. The parties shall comply with all state and federal laws protecting the privacy of the data. Nothing in this JPA may be construed to allow any party to maintain, use, disclose or share data in a manner not allowed by state or federal law.
E. Each party shall be responsible for designating an individual or individuals who shall be responsible for processing and responding to data requests from the other party.
F. Transmission of all data must be by secure electronic systems/networks. DOE agrees that all data processed, stored, and/or transmitted under the provisions of this JPA shall be maintained in a secure manner that prevents further disclosure. XXX agrees to restrict access of data to DOE personnel who are authorized to have access for the purposes of administering the dual credit program and evaluating the effectiveness of this program.
X. If either party learns that the confidentiality of any student data is breached or potentially breached, the party shall report this information in detail to the other party immediately upon discovery.
H. The ability to access or maintain data under this JPA shall not under any circumstances transfer from or be assigned to any other individual, institution, organization, government or entity unless otherwise provided by this JPA.
X. XXX will protect the data from further disclosure. DOE may redisclose the data only if all identifying information has been removed in accordance with 34 C.F.R. § 99.31(b).
Confidential Information and Data Protection. 10.1. Except as required by law, each Party agrees at all times to keep confidential any and all information, data and material which that Party may receive or obtain in connection with the operation of this Agreement.
10.2. The Parties agree to provide or make available to each other sufficient information concerning their own operations and actions to enable the efficient operation of the Collaborative
10.3. The Parties acknowledge their respective duties under the Data Protection Act (DPA) and shall give all reasonable assistance to each other where appropriate or necessary to comply with such duties. The Parties shall ensure that Personal Data is safeguarded at all times in accordance with the DPA and other relevant data protection legislation.
Confidential Information and Data Protection. 12.1. Each party acknowledges that in connection with this Agreement it may receive certain Confidential Information of the other party. Each party shall hold and maintain in strict confidence all of the other party’s Confidential Information and shall only disclose such confidential information:
12.1.1. to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this Agreement provided always that such persons are under obligations of confidentiality and non-use equivalent to those contained in this Agreement and provided a party shall remain liable for all acts and omissions of such persons
12.1.2. as may be required by a court or governmental authority.
12.2. Clause 12.1 shall not apply to any Confidential Information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
12.3. If Agile Collective processes any personal data on the Client’s behalf when performing its obligations under this Agreement, such processing will be carried out in accordance with the provisions of the Data Processing Addendum which is attached to, incorporated into, and forms part of this Agreement.
Confidential Information and Data Protection. 8.1 All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Sof tware or support thereof is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry or termination of this Agreement disclose the same, whether directly or indirectly, to any third party without the Licensor’s prior written consent.
8.2 The Licensee further agrees that it shall not itself or through any agent or third party modify, vary, enhance, copy, sell, lease, sub-license or otherwise dealt with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or any supporting software or have any software or other program written or developed for it based on any confidential information supplied to it by the Licensor.
8.3 The Licensor will use all reasonable endeavours to ensure that Licensor personnel only process Personal Data [as defined by GDPR] in accordance with this agreement and will take all reasonable steps to ensure the reliability and integrity of Licensor personnel with access to Personal Data, by ensuring they:
8.3.1 are aware of and comply with the Licensor’s obligations under this Clause;
8.3.2 are subject to appropriate confidentiality undertakings with the Licensor or relevant subprocessor
8.3.3 are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge it to any third party unless directed by the Licensee
8.3.4 are given training in the use, protection and handling of Personal Data.
8.4 The Licensor will not transfer Personal Data outside of the European Economic Area unless the prior written consent of the Licensee has been obtained and
8.4.1 the Licensee or the Licensor has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37 as determined by GDPR);
8.4.2 the Data Subject (as defined in GDPR) has enforceable rights and effective legal remedies;
8.4.3 the Licensor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Buyer in meeting its obligations); and
8...
Confidential Information and Data Protection. 6.1 Parties hereby agree that all information relating to this Agreement and shared relating to this Agreement whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential shall be strictly confidential, including but not limited to the contents of this Agreement, documents, information, concepts, ideas, client details provided for the purpose of this Agreement. Parties will disclose such information only to such of its own officers, employees and advisors under appropriate non-disclosure obligations only for the purposes of this Agreement. The disclosure of any such information as provided for herein shall require the prior written approval of all Parties unless such disclosure is required by law. Each Party agrees to take appropriate measures to protect the other Party’s Confidential Information but in no event be less than the degree of care that it uses to protect its own confidential information. Each Party agrees to keep the other Party’s Confidential Information in confidence during the Term of this Agreement and for a period of five years thereafter.
6.2 The Parties understand that the privacy and security of Personal Data as per the Personal Data Protection Act No. 9 of 2022 is of paramount importance and the Parties shall abide by and adhere to the said Personal Data Protection Act and any amendments to the said Act and or future applicable law, statute, regulation or regulatory obligations relating to the protection, compliance, retention of Personal Data including without limiting to data protection, data security, privacy, the collection, use, disclosure, and/or processing of Personal Data shared between the Parties which shall also amount to confidential information. The Parties agree to retain the Personal Data for a period of one (01) year from the date of expiry or termination of this Agreement. The Parties agree that it has taken all commercially reasonable measures (including but not limited to, implementing and monitoring compliance with adequate measures with respect to technical and physical security) to ensure that Personal Data so collected, obtained, accessed, and shared by the other Party is protected against loss/ destruction and against unauthorized access, use, modification, disclosure or other misuse.
6.6 The Parties agree that, if a Party fails to observe its obligations set forth in this Section 6, the other Party shall be immediately entitled to injunctive and o...
Confidential Information and Data Protection. 3.1. You are responsible for ensuring the security of Confidential Information in your home. In particular, you undertake to:
(a) lock your computer terminal whenever it is left unattended;
(b) ensure any wireless network used is secure;
(c) keep all papers in filing cabinets that are locked when not in use; and
(d) comply with applicable data protection legislation and our Data Protection and Information Gathering Policy, Information Security Policy and Employee Privacy Notice which we may issue from time to time regarding the retention and processing of personal data.
Confidential Information and Data Protection. 5.1 Subject to clauses 5.2 and 5.3, we shall not
(a) use your Confidential Information for any purpose other than providing the Services or otherwise complying with our obligations under the Agreement; nor
(b) disclose your Confidential Information to any person other than our employees, consultants and advisors, in each case: i) only to the extent necessary to provide the Services or take legal or professional advice in relation to the subject matter of the Agreement; and ii) provided that any such person is made aware of the confidential nature of the Confidential Information and is subject to binding, written obligations of confidence.
5.2 Our obligations under clause 5.1 shall not apply to:
(a) any use or disclosure authorised by you or required by law (provided that if any disclosure is required by law then we shall, to the extent permitted to do so by law, notify you before making any such disclosure); or
(b) any information which is or has been made public other than through our unauthorised disclosure.
5.3 You acknowledge and accept that:
(a) we use a cloud-based IT infrastructure and that Confidential Information and personal data disclosed to us may be hosted by Microsoft Corporation or its subsidiaries (in connection with the provision of cloud-based Office 365 services, including email), in each case on servers within the EEA;
(b) we use a range of devices (including desktops, laptops and mobile devices) to undertake work for our clients, on which Confidential Information and personal data may be stored temporarily or permanently. We ensure that all such devices are password-protected and encrypted;
(c) while we take steps to secure our IT systems, we cannot guarantee their security, nor that of any external server or system on which your Confidential Information or personal data may be stored or processed. We will not be liable to you in connection with any disclosure of your Confidential Information or personal data as a result of any interception of communications, attack on our IT systems or those of our service providers, theft or loss of our devices or computer virus or other harmful code.
5.4 We will use any personal data you provide to us for the purposes of providing the Services, for administrative purposes such as maintaining client records and, where you have expressly consented to our doing so, to send you updates relating to our activities. For the purposes of the Data Protection Act 1998 and the General Data Protection Regulation...
