Confidentiality and Data Processing Clause Samples
The Confidentiality and Data Processing clause establishes obligations for parties to protect sensitive information and handle personal data responsibly during their relationship. It typically requires each party to keep proprietary or confidential information private and to process any personal data in compliance with applicable data protection laws, such as GDPR. This clause is essential for safeguarding business secrets and ensuring legal compliance, thereby reducing the risk of data breaches and unauthorized disclosures.
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Confidentiality and Data Processing a. Both Parties acknowledge that in the context of their relationship governed by this Agreement, either Party may come into possession of or have access to information that FirstMile and/or Customer deems proprietary and confidential to its business operations and interests and which information is either designated as confidential or by its nature and the circumstances of its disclosure would be understood by a reasonable person to be confidential. Such information includes, but is not limited to, FirstMile or Customer business plans, financial information, marketing materials including product merchandizing and promotional techniques, plans and processes, computer programs, technical data, proprietary business techniques and relationships, prospects and contacts, and the terms of this Agreement, including the incorporated Rate Sheet, and any documents, memoranda, correspondence, or communications containing such information (“Confidential Information”). FirstMile and Customer also agree that any discussions or negotiations regarding the attached pricing or any changes thereto, including but not limited to future pricing offers, are also Confidential Information. Confidential Information shall not include any information that the receiving Party can demonstrate (i) is, as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the receiving Party (ii) was known to the receiving Party as of the time of its disclosure, or (iii) is independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party or breach of this Agreement.
b. Subject to the terms and conditions of this Agreement, the Parties agree that during the Term of this Agreement and until such time thereafter as the information is no longer
Confidentiality and Data Processing. (a) Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and the members of its Group, that such Party’s obligation to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.08 of the Separation Agreement.
(b) Each Party agrees that it will only process personal data (as defined by EU Directive 95/46/EC of 24 October 1995) provided to it by the other Party or its Group in accordance with Section 7.01(d) of the Separation Agreement and the terms of the Group Data Processing Agreement.
Confidentiality and Data Processing. (a) The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public information regarding holders of Warrants, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the Warrant Agent’s fees for services hereunder shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions). 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.
(b) The Warrant Agent agrees that it shall comply with applicable data protection laws in all material respects.
Confidentiality and Data Processing. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.08 of the Separation Agreement.
Confidentiality and Data Processing. Taxes
18.1. The Bank shall ensure the confidentiality of your data, Accounts and transactions and shall not disclose such information to any third parties in the absence of your approval, except where such information:
18.1.1. is available publicly;
18.1.2. is disclosed to Your Representative;
18.1.3. is disclosed to the Intermediary, FI issuer, state or municipal authorities (of the LV or of a foreign country), where necessary for the execution of an Order or Event, custody of FI, or provision of any other services or fulfilment of requirements of legal acts. You agree that said persons may disclose the information to any third parties according to the provisions of foreign laws applicable to them;
18.1.4. is disclosed to competent tax or supervising authorities (of the LV or of a foreign country);
18.1.5. is disclosed for debt recovery purposes;
18.1.6. is disclosed to any third parties pursuant to legal acts of the LV, the Terms, the Service Contract, any other contract or Privacy Protection Rules.
18.1.7. is disclosed to the FI issuer upon its request and/or to the Intermediary or the issuer’s agent for the purpose of transmitting this information to the FI issuer.
18.2. The Bank informs that the processing of the natural person data in the Bank is carried out in accordance with the Privacy Protection Rules approved by the Bank.
18.3. In cases and in accordance with the procedure set out in legal acts, the Bank is entitled to publish as well as disclose details of the Order, Transaction and other information on you to fulfil the duties provided for the Bank in legal acts. The Bank may attract third parties for performance of such actions and transfer the required information to such parties.
18.4. No tax consultations shall be provided to you by the Bank under the Contract.
18.5. All taxes, duties and other payments arising out of the Transactions or Events shall be made by you independently, except where the obligation to make such a deduction, pursuant to legal acts of the LV, the country of registration of the FI issuer or the Intermediary, falls on:
18.5.1. the Bank or the Bank has undertaken it;
18.5.2. the Intermediary or a third party that ensures or makes payment of the funds due to you.
18.6. you shall submit documents and information upon request of the Bank within the term and in the form requested by the Bank that:
18.6.1. is necessary to calculate or withhold taxes, duties or any other payments incurred by you according to legal acts of th...
Confidentiality and Data Processing