Confidentiality and Data Protection. 12.1 Each party each will: (a) keep all Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information; (b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time; (c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and (d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information. 12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary: (a) to comply with its obligations under the Agreement; (b) to enable the Recipient to exercise its rights under the Agreement. 12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the: (a) information has been placed in the public domain otherwise than due to a default of the Recipient; (b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure; (c) information has been independently developed by the party without reference to the Confidential Information of the other party; or (d) other party has approved in writing the particular use or disclosure of the Confidential Information. 12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12. 12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
Appears in 1 contract
Samples: Services Agreement
Confidentiality and Data Protection. 12.1 9.1 Each party each will:
(a) keep all Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient Party shall treat as confidential and will shall not (except as expressly permitted) disclose the Confidential Information or transmit to any third parties, make copies party a) the information provided under this File Service Licence Agreement and b) the terms and conditions of material containing the this File Service Licence Agreement (together hereinafter referred to as “Confidential Information”). Such Confidential Information or otherwise use shall not include information that, at the Confidential Information;
(time of its disclosure, a) is generally available to the public without this File Service Licence Agreement having been breached; b) safeguard the Confidential Information and comply can be proven, with any requirements reasonably specified written or electronical documentation, to have been independently developed by the Disclosing receiving Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction without use of the Confidential Information; and
(c) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or already was in possession of the receiving Party at the time of the disclosure to the receiving Party, in which cases the burden of proof lies with the receiving Party; or d) immediately notify was approved for disclosure by the Disclosing other Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the in advance.
9.2 Each Party shall be entitled to disclose Confidential Information in any form or if the Recipient is required on a need -to-know basis to its and its Affiliates’ employees, agents, independent contractors and advisors, provided that they are bound by law to disclose any provisions of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information confidentiality at least equivalent to the extent necessary:
(a) to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreement.
12.3 Nothing in the Agreement prohibits the use provisions of this Article 10 or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the professional secrecy obligations. A Party may disclose Confidential Information of the other partyParty to the extent required by an order of a court of competent jurisdiction or applicable governmental, quasi- governmental, or regulatory body; or
(dprovided, however, that the Party, unless prohibited by law, regulation or court or regulatory order, a) promptly notifies the other party has approved in writing the particular use Party upon its receipt of any paper that requests or demands disclosure of the its Confidential Information; b) opposes any request for disclosure, and that failing, seeks to have access and use limited by a protective order; and c) provides the other Party a reasonable opportunity to (i) contest and assist in opposing any requirement of disclosure of its Confidential Information, (ii) seek judicial protection against the disclosure, and (iii) have such required disclosure be made under a protective order. Deutsche Börse AG may share information with Third Party Rights Holders as required by the respective licensing contract provided that such Third Party Rights Holders are bound by provisions of confidentiality at least equivalent to the provisions of this Section.
12.4 The parties acknowledge that each party 9.3 Under this File Service Agreement, individuals associated with the Contracting Party will be entitled required to equitable relief against provide Deutsche Börse AG with personal data like, for example, their name and their business address. This data is processed by Deutsche Börse AG's staff for the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry purposes of the Agreement contract implementation and customer service. When processing personal data Deutsche Börse AG will continue for as long as comply with the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction requirements of the Disclosing Party, return or securely destroy applicable data protection laws and regulations. Further information on processing of the Disclosing Party's Confidential Informationpersonal data and the rights of affected individuals can be found in the privacy notice xxxxx://x0-xxxxxxxxxxxx.xxxxxxxx-xxxxxx.xxx/privacy-notice.
Appears in 1 contract
Samples: File Service Licence Agreement
Confidentiality and Data Protection. 12.1 10.1 The Coordinator and the beneficiary undertake to preserve the confidentiality of any document, information or other material directly related to the subject of the Agreement that is duly classed as confidential, if disclosure could cause prejudice to the other party. The parties shall remain bound by this obligation beyond the closing date of the action and for a period of five (5) years after closing of the action.
10.2 The Partner agrees to make available to the Coordinator all information related to the income and expenditure of the project at any time during the project. The Partner shall ensure that financial information is always kept up to date. All financial records must be retained by the Partner for a period of 5 years from the date of the last payment made by the Commission to the Coordinator.
10.3 In the event of a financial and/or operational audit by the European Commission, the Court of Auditors of the European Communities or any other duly authorised person, the Partners shall cooperate with the Coordinator such that the Coordinator has possession of all the necessary information required for the audit. Should the need arise, the Partner shall provide all project related documentation requested by the auditor, and cooperate fully with the auditor in the event of an on- the-spot control.
10.4 The Coordinator shall keep all Confidential Information confidential. Each party each willParty will be entitled to use the other Party’s Confidential Information for the purposes of the performance of this Agreement.
10.5 The obligation of confidentiality shall not apply, however, to any information which:
(a) keep all Confidential Information given by one party (is already in the "Disclosing Party") public domain at the time of disclosure or becomes available to the other party (the "Recipient") or otherwise obtained public through no breach of this Agreement by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Informationreceiving party;
(b) safeguard was in the Confidential Information and comply with any requirements reasonably specified by possession of the Disclosing receiving Party prior to receipt from time to timethe disclosing party;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of is received by the Confidential Information; andreceiving Party independently from a third party free to disclose such information to the receiving Party;
(d) immediately notify the Disclosing receiving Party if can conclusively establish that it was independently developed by or for the Recipient suspects or becomes aware of any unauthorised access, copying, receiving Party without use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any confidential information of the Disclosing disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to comply with its obligations under the Agreement;
(be) is required to enable be disclosed by law, regulation, or court or governmental order, provided that the Recipient receiving Party reasonably notifies the disclosing Party prior to exercise its rights under such disclosure of such requirement.
10.6 All personal data contained in or relating to this Agreement shall be processed in accordance with the dispositions of Article II.6 of the Grant Agreement.
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
Appears in 1 contract
Samples: Partnership Agreement
Confidentiality and Data Protection. 12.1 Each party each will:
(a) keep all Confidential Information given by one party (The parties recognize that in the "Disclosing Party") course of providing the Software and performing the services pursuant to this Agreement, both parties may have access to confidential information and trade secrets belonging to the other and each desire that such confidential information and trade secrets remain confidential. Each party agrees that all confidential information and trade secrets communicated to one party by the other in any manner (the "Recipient"“Confidential Information”), will be used by the recipient party only for the purposes allowed by this Agreement. The other party’s Confidential Information will not be disclosed by the recipient party, other than to its employees and, in the case of Dania Software, to its affiliated companies, its consultants, agents, and contractors, without the prior written consent of the other party. Each party will advise its employees and, in the case of Dania Software, its affiliated companies, consultants, agents, and contractors, who receive any of the other party’s Confidential Information of its confidential nature. Notwithstanding anything to the contrary contained in this Section, the parties further agree that the Dania Software Software will be subject to the confidentiality restrictions contained in Section B.7(a) of this Agreement. The confidentiality provisions of this Section will not apply to any Confidential Information that (i) was or becomes generally available to the public other than as a result of disclosure by the recipient party in violation of this Agreement; (ii) becomes available to the recipient party from a source other than the other party, provided that the recipient party has no reason to believe that such source is itself bound by a confidentiality or nondisclosure agreement with the other party or otherwise obtained prohibited from disclosing such Confidential Information by a legal, contractual or fiduciary obligation; (iii) was in the recipient party’s possession prior to receipt from the other party; (iv) is independently developed by the Recipient confidential recipient party without the use of the other party’s Confidential Information; or (v) is required to be disclosed by the recipient party by a governmental agency or law, so long as the recipient party provides the other party with written notice of the required disclosure promptly upon receipt of notice of the required disclosure. Upon any actual or threatened violation of this Section by either party, the other party will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged and will not (except as expressly permitted) disclose agreed that monetary damages are inadequate to protect the other party. In the event You conduct benchmarks or other tests concerning the Software, including any content or functionality of our third party licensors, the results shall constitute Confidential Information and shall not be published or otherwise revealed to any third parties, make copies party. This Section will survive the expiration or termination of material containing this Agreement for any reason and shall remain in force for a period of 3 years from the Confidential Information or otherwise use the Confidential Information;date of termination.
(b) safeguard You warrant that You are in compliance with applicable data protection law and that You have obtained all necessary consents as required by applicable law in respect of personal data You transfer or make available to Dania Software for processing in the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction course of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects Software Assurance or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreement.
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations Support Services under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry indemnify Dania Software in respect of a Serviceall costs, the Recipient shall at the direction claims, liabilities and demands incurred by Xxxxx Software in respect of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Informationany breach of Your warranty hereunder.
Appears in 1 contract
Samples: End User License Agreement
Confidentiality and Data Protection. 12.1 Each party each will15.1 The receiving Party of Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees:
(ai) keep all not to use any Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; disclosing Party for any purpose outside the scope of the Agreement, and
(dii) immediately notify except as otherwise authorized by the Disclosing disclosing Party in writing, to limit access to Confidential Information of the disclosing Party to those of its employees, affiliates, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.
15.2 The receiving Party may disclose Confidential Information of the disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient it is required by law or regulations to disclose any do so, provided the receiving Party gives the disclosing Party prior notice of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information such disclosure (to the extent necessary:
(alegally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to comply with its obligations under contest the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreementdisclosure.
12.3 Nothing in 15.3 If the Agreement prohibits expires or is terminated, the use receiving Party shall promptly return or disclosure of any destroy all Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, provided, however, that Recipient shall only be required to use commercially efforts to return or securely destroy any Confidential Information stored electronically, and that Recipient shall not be required to return or destroy any electronic copy of Confidential Information created pursuant to its standard electronic backup and archival procedures. If a Party believes that the Disclosing Party's return or destruction of all Confidential Information is not feasible, or if a Party is required by applicable law or accounting rules to retain a record copy of any Confidential Information for some period of time, such Party may retain a copy of the Confidential Information, which is to be maintained subject to the provisions of these General Terms and Conditions.
15.4 The terms and conditions of the Agreement are confidential and may not be disclosed by either Party without the prior consent of the other Party.
15.5 Supplier may not use its relationship with or refer to Xxxxx for any marketing purposes or in any public communication, or use Xxxxx’x trade name or trade mark, without the explicit prior written approval of Xxxxx.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Data Protection. 12.1 Each party each will:
(a) keep undertakes to treat all Confidential Information given by one party (the "Disclosing Party") information relating to the business of the other party (the "Recipient") or otherwise obtained by the Recipient as confidential and will not (except as expressly permitted) to use it only for the purposes of this MoAc. Each party may disclose the Confidential Information such information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreement.
12.3 Nothing professional advisers in the Agreement prohibits the use performance of this MoAc or disclosure of any Confidential Information by either party to the extent that the:
(a) such information has been placed in is generally available to the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference or to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or extent that disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will information is required to be entitled to equitable relief against the other (in addition to made by law or by any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry relevant regulatory body of the Agreement and will parties. Each party agrees that this obligation shall continue for as long as in force notwithstanding the information remains confidential. On termination or expiry of a Servicethe MoAc for any reason but shall cease to apply to information from the point at which it enters into the public domain and shall also cease to apply to information which is received independently from another source without an imposition of any duty of confidence. The obligations of confidentiality contained in this MoAc shall operate in accordance with and subject to the Code. FOR UK CLIENTS: The University and the Client shall, within the operation of the Programme(s), adhere to and comply fully with the University’s Data Protection Policy (as set out in the University Regulations), and with the provisions of the Data Protection Act 1998. FOR EU/EEA CLIENTS AND CANADA, SWITZERLAND & ARGENTINA: The University and the Client shall, within the operation of the accredited activity, adhere to and comply fully with the University’s Data Protection Policy (as set out in the University Regulations), and with the provisions of the European Data Protection Directive and the Data Protection Act 1998. FOR OVERSEAS CLIENTS OUTSIDE EU/EEA AREA (EXCEPT CANADA, SWITZERLAND & ARGENTINA): The University and the Client shall, within the operation of the accredited activity, adhere to and comply fully with the University’s Data Protection Policy (as set out in the University Regulations), and with the provisions of the EU Standard Contractual Clauses for Data Processors Established in Third Countries. In signing this MoAc, the Recipient University and the Client shall at agree to use staff data, such as email addresses, only in connection with the direction delivery and management of the Disclosing Partynamed accredited activity covered by this MoAc. In signing this MoAc, return the Client shall agree to provide the University with relevant participant data for the purposes of certification by the University, ensuring academic standards and quality monitoring of the named activity covered by this Agreement. Client personal data may be shared with external organisations, which provide a service for the University on a need-to-know basis and according to the Data Protection principles. The Client shall ensure that all its activities shall comply fully with the spirit of the University’s statement on Equal Opportunities (as set out in the University Regulations or securely destroy the Disclosing Party's Confidential InformationResearch Degree Regulations as appropriate).
Appears in 1 contract
Samples: Memorandum of Accreditation
Confidentiality and Data Protection. 12.1 Each 6.1 Without prejudice to any obligations of confidentiality in the Funding Conditions, and subject to clause 5, none of the Universities will[, either during the Project Period or for [3]OR[5]OR[7]OR[10] years] after the end of the Project Period,]xlix disclose to any third party, nor use for any purpose except carrying out the Project, any Confidential Information of any of the other Universities.
6.2 None of the Universities will be in breach of any obligation to keep any Background, Results or other information confidential or not to disclose it to any third party each willto the extent that it:
(a) keep all Confidential Information given by one party (the "Disclosing Party") 6.2.1 is known to the University making the disclosure before its receipt from any of the other party (Universities, and not already subject to any obligation of confidentiality to any other of the "Recipient") Universities;
6.2.2 is or otherwise becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential;
6.2.3 has been obtained by the Recipient University making the disclosure from a third party in circumstances where the University making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality;
6.2.4 has been independently developed by the University making the disclosure;
6.2.5 is disclosed pursuant to the requirement of any law or regulationl and the University required to make that disclosure has, where it is lawful to do so, informed the University whose information it is, within a reasonable time after being required to make the disclosure, of the requirement to make the disclosure and the information required to be disclosed; or
6.2.6 is approved for release in writing by an authorised representative of the University whose information it is.
6.3 None of the Universities will be in breach of any obligation to keep any Background which is not Confidential Information, or any Results owned by or licensed to another of the Universities or other information, confidential and will or not (except as expressly permitted) to disclose the Confidential Information them to any third partiesparty, make copies by Publishing any of material containing the Confidential Information same if the University has followed the procedure in clause 5.2 and has received no Confidentiality Notice within the period stated in that clause.
6.4 None of the Universities will use any other University's name or otherwise use logo in any press release or product advertising, or for any other promotional purpose, without first obtaining that other's written consent[; except that each of the Confidential InformationUniversities may identify the sums received from each of the other Universities in the University’s Annual Report and similar publications].
6.5 li[Where a University (the Data Processor) Processes any Personal Data on behalf of any other of the Universities (the Data Controller), the following provisions will apply:
6.5.1 the University which carries out the Processing will be the Data Controller and the University which determines the purpose of the Processing will be the Data Processor in relation to that Personal Data;
(b) safeguard 6.5.2 the Confidential Information Data Processor will process those Personal Data in accordance with this Agreement and comply in only accordance with any requirements reasonably specified by the Disclosing Party specific written instructions of the Data Controller from time to time;
6.5.3 the Data Processor will take all appropriate technical and organisational measures against unauthorised or unlawful processing of those Personal Data and against accidental loss or destruction of, or damage to, those Personal Data;
6.5.4 the Data Processor will Process those Personal Data in accordance with the Data Protection Principles under the Data Protection Act, affording to Data Subjects such rights and protections as they would have were their Personal Data to be Processed by the Data Controller;
6.5.5 the Data Processor will ensure the reliability of its employees, contractors, officers and agents who may have access to, or be involved in, the Processing of those Personal Data;
6.5.6 the Data Processor will give the Data Controller such information and assistance as the Data Controller may reasonably require in order to enable it to meet its obligations to Data Subjects, to the UK Information Commissioner and generally under the Data Protection Act, in particular (cbut not limited to) implement security practices against complying with Data Subjects' requests for access to, information about, and the rectification of their Personal Data and requests for information or any recommendation or order made by the Information Commissioner and with any Information Notice or Enforcement Notice issued by the Information Commissioner;
6.5.7 the Data Processor will allow the Data Controller at all reasonable times to inspect and review the steps being taken by the Data Processor to comply with this clause 6.5, and will give the Data Controller any assistance it reasonably requires with that inspection and review;
6.5.8 the Data Processor will immediately notify the Data Controller if the Data Processor becomes aware that there has been any unauthorised copying, use, disclosure, access, damage or unlawful processing of those Personal Data or any accidental loss or destruction of, or damage to, those Personal Data or any breach of the Confidential InformationData Protection Act in relation to those Personal Data;
6.5.9 if the Data Processor is outside or it will Process any Personal Data outside the European Economic Area, the Data Controller and the Data Processor will on the signing of this Agreement enter into, and afterwards comply with, their respective obligations under the Standard Contractual Clauses (the Standard Contractual Clauses) contained in Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council; and
6.5.10 the Data Processor will indemnify the Data Controller and keep the Data Controller fully and effectively indemnified, against any and all costs, losses (dincluding reputational losses), fines, damages and any other penalties incurred a result of any breach by the Data Controller of this clause 6.5, provided always that nothing in this clause 6.5 prejudices or amends the respective obligations and liabilities of the Universities under the Standard Contractual Clauses.] lii6.5 [Where more than one University determines the purpose of the Processing in respect of any Personal Data which is Processed in the course of the Project, the following provisions will apply:
6.5.1 each of those Universities will be a Data Controller in relation to those Personal Data;
6.5.2 each of those Universities will process those Personal Data in accordance with this Agreement, only for those purposes which have been agreed between them in writing from time to time and in any case only for the purposes of the Project;
6.5.3 each of those Universities will take all appropriate technical and organisational measures against unauthorised or unlawful processing of those Personal Data and against accidental loss or destruction of, or damage to, those Personal Data;
6.5.4 each of those Universities will Process those Personal Data in accordance with the Data Protection Principles under the Data Protection Act;
6.5.5 each of those Universities will ensure the reliability of its employees, contractors, officers and agents who may have access to, or be involved in, the Processing of those Personal Data;
6.5.6 each of those Universities will give the other Universities such information and assistance as the other may reasonably require in order to enable it to meet its obligations to Data Subjects, to the UK Information Commissioner and generally under the Data Protection Act, in particular (but not limited to) complying with Data Subjects' requests for access to, information about, and the rectification of their Personal Data and requests for information or any recommendation or order made by the Information Commissioner and with any Information Notice or Enforcement Notice issued by the Information Commissioner;
6.5.7 each of those Universities will allow the others at all reasonable times to inspect and review the steps being taken by it to comply with this clause 6.5, and will give the others any assistance it reasonably requires with that inspection and review;
6.5.8 each of those Universities will immediately notify the Disclosing Party others if the Recipient suspects or it becomes aware of that there has been any unauthorised accessor unlawful processing of those Personal Data or any accidental loss or destruction of, copyingor damage to, use those Personal Data or disclosure any breach of the Confidential Information Data Protection Act in any form or if the Recipient is required by law relation to disclose those Personal Data;
6.5.9 where any of those Universities is outside the Disclosing Party's Confidential Information.
12.2 The Recipient may only use European Economic Area, it will on the signing of this Agreement enter into, and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to afterwards comply with with, its obligations under the Agreement;Standard Contractual Clauses (the Standard Contractual Clauses) contained in Commission Decision of 27 December 2004 amending Decision 2001/497/EC as regards the introduction of an alternative set of standard contractual clauses for the transfer of personal data to third countries; and
6.5.10 each of the Universities will indemnify the other and keep the other fully and effectively indemnified, against any and all costs, losses (b) to enable including reputational losses), fines, damages and any other penalties incurred a result of any breach by it of this clause 6.5, provided always that nothing in this clause 6.5 prejudices or amends the Recipient to exercise its rights respective obligations and liabilities of the Universities under the AgreementStandard Contractual Clauses.]
12.3 Nothing 6.6 All expressions in clause 6.5 which start with a capital letter and which are not defined elsewhere in this Agreement will have the meaning given to them in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential InformationData Protection Act.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
Appears in 1 contract
Samples: Research Collaboration Agreement
Confidentiality and Data Protection. 12.1 Each party each will15.1 The receiving Party of Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees:
(ai) keep all not to use any Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; disclosing Party for any purpose outside the scope of the Agreement, and
(dii) immediately notify except as otherwise authorized by the Disclosing disclosing Party in writing, to limit access to Confidential Information of the disclosing Party to those of its employees, affiliates, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.
15.2 The receiving Party may disclose Confidential Information of the disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient it is required by law or regulations to disclose any do so, provided the receiving Party gives the disclosing Party prior notice of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information such disclosure (to the extent necessary:
(alegally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to comply with its obligations under contest the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreementdisclosure.
12.3 Nothing in 15.3 If the Agreement prohibits expires or is terminated, the use receiving Party shall promptly return or disclosure of any destroy all Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, provided, however, that Recipient shall only be required to use commercially efforts to return or securely destroy any Confidential Information stored electronically, and that Recipient shall not be required to return or destroy any electronic copy of Confidential Information created pursuant to its standard electronic backup and archival procedures. If a Party believes that the Disclosing Party's return or destruction of all Confidential Information is not feasible, or if a Party is required by applicable law or accounting rules to retain a record copy of any Confidential Information for some period of time, such Party may retain a copy of the Confidential Information, which is to be maintained subject to the provisions of these General Terms and Conditions.
15.4 The terms and conditions of the Agreement are confidential and may not be disclosed by either Party without the prior consent of the other Party.
15.5 Supplier may not use its relationship with or refer to Xxxxx for any marketing purposes or in any public communication, or use Xxxxx’x trade name or trade xxxx, without the explicit prior written approval of Xxxxx.
15.6 Insofar Supplier processes personal data on behalf of Xxxxx and qualifies as a processor under the implementing legislation of EU Directive 95/46/EC or the EU General Data Protection Regulation, the processing of such personal data will be governed by the Data Processing Agreement in Annex [●].
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Data Protection. 12.1 Each party each will:
16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16.1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 1Error! Reference source not found.6, Applicable Laws means (a) keep all Confidential Information given by one party (the "Disclosing Party") for so long as and to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other party law that applies in the UK.
16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, in relation to some personal data WHBC is the Controller and WGCBL is the Processor. The only processing that WGCBL is authorised to do on behalf of WHBC is listed in Schedule 5 (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Processing Personal Data).
16.3 Both parties agree that Confidential Information or otherwise use any part thereof may only be disclosed to or used by persons such as employees, sub-contractors and agents of a party who need to know the Confidential Information;
(b) safeguard same for the Confidential Information purposes of performing its obligations under the BID Arrangements. The minimum amount of information necessary will be collected to fulfil that purpose and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices information will be kept more accurate as possible; for no longer than is necessary and disposed of in a secure manner when no longer needed. Whilst within our control the information will be kept securely and we shall protect it against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Informationaccess and accidental loss.
12.2 16.4 The Recipient may only use and copy the Disclosing Party's restrictions on disclosure in clause 16.3 shall not apply to Confidential Information to the extent necessary:
that it is exempt from non-disclosure and that it: • Is required to be disclosed by law (a) to comply with its obligations including under the Agreement;
(bFreedom of Information Act 2000) to enable or by any governmental or other regulatory authority acting within the Recipient to exercise scope of its rights under the Agreement.
12.3 Nothing in the Agreement prohibits the use powers; • Is or disclosure becomes part of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due through no fault of the receiving party; • Is known to the receiving party prior to the disclosure by the disclosing party without an obligation to keep such Confidential Information confidential; • Is subsequently furnished by the disclosing party to a default of the Recipient;
(b) third party without restriction on disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed or use; or • Is subsequently obtained by the receiving party from a third party without reference breach of any obligation of confidentiality owed to any third party or the disclosing party.
16.5 Each party shall use a high standard of care in dealing with the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure so as to maintain confidentiality and security of the Confidential Information.
12.4 The parties acknowledge that each 16.5.1 Where a party will be entitled to equitable relief against the other (is acting a processor it shall , in addition relation to any other rights available under Personal Data processed in connection with the Agreement or at law) if any party breaches any performance by it of its obligations under this clause 12the Agreement:
• a) process that Personal Data only on the written instructions of the controller or in accordance with the requirements of the GDPR.
12.5 The obligations with respect • b) ensure that it has in place appropriate technical and organisational measures to Confidential Information disclosed under protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the Agreement will survive termination harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and expiry the nature of the Agreement data to be protected, having regard to the state of technological development and will continue for as long as the information remains cost of implementing any measures; • c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.;
Appears in 1 contract
Samples: Bid Operating Agreement
Confidentiality and Data Protection. 12.1 Each party each will:
(a) keep all 7.1 The recipient of Confidential Information given by one party (“Recipient”) shall take care to prevent the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential publication and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure distribution of the Confidential Information with at least the same degree of care which the Recipient takes to protect its own confidential information of a similar nature, but in any form case no less than an appropriate and reasonable degree of care.
7.2 Each party may disclose the other party’s Confidential Information: (i) to its affiliates, employees, officers, representatives or if advisers, subcontractors, financial institutions involved and correspondent banks who need to know such information for the Recipient is purposes of carrying out our or your (as applicable) obligations under this Agreement; and (ii) to such extent as may be required by law law, a court of competent jurisdiction or any governmental or regulatory authority. In addition, we may disclose – and you hereby explicitly agrees thereto - your Confidential Information (including – but not limited to disclose any of - your KYC information) to third party solution providers to perform customer due diligence checks and ongoing monitoring activities in accordance with applicable laws and internal policies. Each party shall ensure that the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy persons to whom it discloses the Disclosing Partyother party's Confidential Information comply with this clause.
7.3 Following the termination of this Agreement, and subject to the Agreement and applicable law, the Recipient agrees either to: (i) return all Confidential Information in tangible form, promptly and by secure means; or (ii) destroy all Confidential Information promptly and by secure means and to certify such destruction in writing. In either case, the Recipient agrees not to retain any copies, summaries, extracts or other reproductions of Confidential Information in whole or in part, unless required to fulfil its regulatory obligations. The obligations of this clause will remain in full force and effect until three (3) years after the termination or expiration of this Agreement.
7.4 We undertake that we shall process personal data in accordance with applicable data protection laws and handle such personal data with care and in a confidential manner. We shall use the personal data only to the extent necessary:
(a) to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreement.
12.3 Nothing in the Agreement prohibits the use or disclosure necessary for performance of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its our obligations under this clause 12Agreement or applicable laws and we shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any data of you or your beneficiaries. We shall have in place appropriate technical and organisational measures which ensure an appropriate level of security for the processing of personal data.
12.5 The obligations with 7.5 You shall act as data controller in respect to Confidential Information disclosed under of any collection, use and processing of your or your beneficiaries’ data, and assume full and sole responsibility for the Agreement will survive termination lawful collection, delivery and expiry use of all such data for the Agreement purpose of provision of Services, and will continue for as long as undertaking of transactions via the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential InformationOnline Interface.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Data Protection. 12.1 Each party each will15.1 The receiving Party of Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees:
(ai) keep all not to use any Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; disclosing Party for any purpose outside the scope of the Agreement, and
(dii) immediately notify except as otherwise authorized by the Disclosing disclosing Party in writing, to limit access to Confidential Information of the disclosing Party to those of its employees, affiliates, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.
15.2 The receiving Party may disclose Confidential Information of the disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient it is required by law or regulations to disclose any do so, provided the receiving Party gives the disclosing Party prior notice of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information such disclosure (to the extent necessary:
(alegally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to comply with its obligations under contest the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreementdisclosure.
12.3 Nothing in 15.3 If the Agreement prohibits expires or is terminated, the use receiving Party shall promptly return or disclosure of any destroy all Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, provided, however, that Recipient shall only be required to use commercially efforts to return or securely destroy any Confidential Information stored electronically, and that Recipient shall not be required to return or destroy any electronic copy of Confidential Information created pursuant to its standard electronic backup and archival procedures. If a Party believes that the Disclosing Party's return or destruction of all Confidential Information is not feasible, or if a Party is required by applicable law or accounting rules to retain a record copy of any Confidential Information for some period of time, such Party may retain a copy of the Confidential Information, which is to be maintained subject to the provisions of these General Terms and Conditions.
15.4 The terms and conditions of the Agreement are confidential and may not be disclosed by either Party without the prior consent of the other Party.
15.5 Supplier may not use its relationship with or refer to Xxxxx for any marketing purposes or in any public communication, or use Xxxxx’x trade name or trade xxxx, without the explicit prior written approval of Xxxxx.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Data Protection. 12.1 Each Confidentiality Obligations
11.1 Information that comes into the possession of the Parties in connection with the Contract and the implementation of the Contract shall be deemed to be confidential and be kept confidential, and shall not be disclosed to any third-party each willwithout the consent of the other Party.
11.2 The Parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, the Confidential Information.
11.3 The confidentiality obligation shall apply to the employees, Sub-Contractors, and other third- parties who act on behalf of the Parties in connection with the implementation of the Contract. The Parties may only transmit Confidential Information to such Sub-Contractors and third- parties to the extent as may be necessary for the implementation of the Contract, provided always that they are subjected to a confidentiality obligation corresponding to that stipulated in this Clause 11.0 and the non-disclosure agreement in Appendix 10, if executed.
11.4 The confidentiality obligation shall not prevent the Parties from utilising experience and competency developed in connection with the implementation of the Contract.
11.5 Subject to this Clause, the confidentiality obligations contained herein shall be perpetual and shall survive the termination or expiry of this Contract. The employees or others who resign from their positions with one of the Parties shall be subjected to a confidentiality obligation following their resignation as far as the circumstances mentioned above are concerned.
11.6 By executing this Contract, the Customer agrees that the Developer may collect, obtain, store, and process the Customer’s personal data that is provided for the performance of the Project Scope and Specifications in Appendix 1 and consents to the Developer disclosing the personal data to any relevant government authorities and/or third-parties required by law. The Customer also agrees that the Customer’s personal data may be transferred pursuant to any assignments or sub-contracting under Clause 16.0, which may include a location outside Malaysia / Europe / (strike out all irrelevant jurisdictions and/or fill in the relevant jurisdictions).
11.7 The Developer shall take all reasonable steps to ensure all personal data is destroyed or permanently deleted if it is no longer required for the purpose for which is was processed in accordance with Malaysian Data Protection Laws / Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 / Personal Information Protection Law (President’s Order No. 91) of the People’s Republic of China / (strike out all irrelevant personal data acts or regulations and/or fill in the relevant personal data
11.8 The Parties shall observe compliance with the Malaysian Data Protection Laws / Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016/ Personal Information Protection Law (President’s Order No. 91) of the People’s Republic of China / (strike out all irrelevant personal data acts or regulations and/or fill in the relevant personal data acts or regulations) including compliance with the requirements pertaining to security objectives, security strategy, risk assessment, and proportional safeguarding of the data and include the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
11.9 The Developer shall implement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, loss, alteration, destruction, disclosure, or damage of personal data, including but not limited to the data protection security standards agreed to in writing and specified in Appendix 11 and as required by the applicable data protection laws.
11.10 Upon becoming aware of any actual or suspected personal data breach relating to the Customer’s personal data, the Developer shall:
11.10.1 without undue delay, and in any event no later than two (2) Days after becoming aware of any actual or suspected personal data breach, notify the Customer in writing of all known details relating to such personal data breach, including but not limited to:
(a) keep all Confidential Information given by one party (a description of the "Disclosing Party") to nature of such personal data breach including, where possible, the other party (the "Recipient") or otherwise obtained by the Recipient confidential categories and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies approximate number of material containing the Confidential Information or otherwise use the Confidential Informationindividuals and records concerned;
(b) safeguard the Confidential Information name and comply with any requirements reasonably specified by contact details of the Disclosing Party from time to timeprimary contact Person, such as data protection officer or data protection lead, where more information can be obtained;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction a description of the Confidential Informationlikely consequences of such personal data breach; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure a description of the Confidential Information in measures taken or proposed to be taken to address such personal data breach, including, where appropriate, measures to mitigate its possible adverse effects;
11.10.2 mitigate any form or if harmful effects of such personal data breach, repair its associated vulnerabilities and provide the Recipient is required by law Customer with regular status updates, including actions taken to disclose any of resolve the Disclosing Party's Confidential Information.incident, and share additional information related to such personal data breach as soon as more details become available; and
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information 11.10.3 provide all reasonable assistance to the extent necessary:
(a) Customer in relation to comply with its obligations arising under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreementapplicable data protection laws as a result of such personal data breach.
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
Appears in 1 contract
Samples: Software Development Contract
Confidentiality and Data Protection. 12.1 Each party each will:
(a) keep all 6.1. The Parties and their representatives, officers, employees or subcontractors may use Confidential Information given by one party (only within the "Disclosing Party") to framework of the Agreement and these GTCs. Any disclosure of Confidential Information of the respective other Party vis-à-vis Third Parties, except for the explicit provisions of these GTCs, shall be permitted only after the other party (Party has given its prior written consent. This provision shall not apply to any disclosures which are mandatory by law or ordered by courts or public authorities.
6.2. Notwithstanding the "Recipient") or otherwise obtained by the Recipient confidential foresaid, either Party may disclose Confidential information to its representatives, officers, employees, subcontractors, vicarious agents and will not (except as expressly permitted) disclose affiliated companies exclusively on a need-to-know basis.
6.3. FLOCERT may process and store the Confidential Information communicated by the Customer to any third parties, make copies of material containing the extent that this is required to execute and implement the Agreement and for the period which FLOCERT is obliged to retain such Confidential Information due to legal regulations. Any further use shall be made only if the Customer has given its prior approval.
6.4. The Customer shall authorize FLOCERT, its agent or otherwise use subcontractor to disclose all information required to render the Confidential Information;Verification Services.
(b) safeguard the 6.5. The Party disclosing Confidential Information and comply with must ensure that the confidentiality of such Confidential Information will be secured by confidentiality agreements at any requirements reasonably specified time; the recipients must destroy or return any Confidential Information no longer required by them without delay.
6.6. FLOCERT shall adhere to applicable data protection provisions on the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copyinggathering, use, disclosure, access, damage or destruction processing and transmission of Personal Data and shall take reasonable measures to likewise oblige the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware recipients of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law such data to disclose any of the Disclosing Party's Confidential Informationadhere to this clause.
12.2 6.7. The Recipient may only use Customer shall agree that FLOCERT will gather and copy the Disclosing Party's Confidential Information store Personal Data to the extent necessary:required to render the Verification Services. Any further use shall be made only with the Customer’s approval.
(a) 6.8. Personal Data shall be made accessible in an either aggregated or anonymized form, unless required otherwise to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under provisions of these GTCs and the Agreement.
12.3 Nothing in 6.9. The Customer shall be entitled at any time to revoke its agreement to the Agreement prohibits the use processing or disclosure transmission of any Confidential Information by either party Personal Data not required to fulfil the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will Agreement. It shall also be entitled to equitable relief against inquire about the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination nature and expiry details of the Agreement processing, and will continue for as long as the information remains confidential. On termination or expiry of a Servicerequest correction, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Informationdeletion and restriction thereof.
Appears in 1 contract
Samples: Verification Services Agreement
Confidentiality and Data Protection. 12.1 Each party each will16.1 The receiving Party of Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees:
(ai) keep all not to use any Confidential Information given by one party (of the "Disclosing Party") to disclosing Party for any purpose outside the other party (the "Recipient") scope of or otherwise obtained explicitly allowed by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third partiesAgreement, make copies of material containing the Confidential Information or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(dii) immediately notify except as otherwise authorized by the Disclosing disclosing Party in writing, to limit access to Confidential Information of the disclosing Party to those of its employees, affiliates, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.
16.2 The receiving Party may disclose Confidential Information of the disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient it is required by law or regulations to disclose any do so, provided the receiving Party gives the disclosing Party prior notice of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information such disclosure (to the extent necessary:
(alegally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to comply with its obligations under contest the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreementdisclosure.
12.3 Nothing in 16.3 If the Agreement prohibits expires or is terminated, the use receiving Party shall promptly return or disclosure of any destroy all Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, provided, however, that Recipient shall only be required to use commercially efforts to return or securely destroy any Confidential Information stored electronically, and that Recipient shall not be required to return or destroy any electronic copy of Confidential Information created pursuant to its standard electronic backup and archival procedures. If a Party believes that the Disclosing Party's return or destruction of all Confidential Information is not feasible, or if a Party is required by applicable law or accounting rules to retain a record copy of any Confidential Information for some period of time, such Party may retain a copy of the Confidential Information, which is to be maintained subject to the provisions of these General Terms and Conditions.
16.4 The terms and conditions of the Agreement are confidential and may not be disclosed by either Party without the prior consent of the other Party.
16.5 Supplier may not use its relationship with or refer to CPM Europe for any marketing purposes or in any public communication, or use CPM Europe’s trade name or trade mark, without the explicit prior written approval of CPM Europe.
16.6 Insofar Supplier processes personal data on behalf of CPM Europe and qualifies as a processor under the implementing legislation of the EU General Data Protection Regulation, the processing of such personal data will be governed by the Data Processing Agreement in Annex [●].
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Data Protection. 12.1 2.1 Each party each will:
(a) keep all Confidential Information given by one party (acknowledges that in the "Disclosing Party") course of performance of its obligations pursuant to this Agreement, it may obtain confidential and/or proprietary information of the other party or its affiliates or Customers. Each party agrees that, for the term of this Agreement and for a period of five (5) years following the "Recipient") expiry or otherwise obtained by termination of this Agreement, such recipient party shall use the Recipient same means it uses to protect its own confidential and will proprietary information, but in any event not (except as expressly permitted) less than reasonable means to prevent the disclosure and to protect the confidentiality of the Confidential Information. Further, the recipient party, its employees and agents shall only use the Confidential Information for purposes of this Agreement and shall not disclose the Confidential Information without the prior written consent of the other party. This provision shall not apply to any third parties, make copies of material containing the Confidential Information which is, (i) already known by the recipient party without an obligation of confidentiality, (ii) publicly known or otherwise use becomes publicly known through no unauthorised act of the recipient party, (iii) rightfully received from a third party (other than an affiliate or Customers of the party owning the Confidential Information;
) without an obligation of confidentiality, (biv) safeguard the Confidential Information and comply with any requirements reasonably specified disclosed without similar restrictions by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure owner of the Confidential Information in any form to a third party (other than an affiliate or if the Recipient is required by law to disclose any Customers of the Disclosing Party's party owning the Confidential Information.
12.2 The Recipient may only use and copy ) (v) approved by the Disclosing Party's party owning the Confidential Information Information, in writing, for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as, to the extent necessary:permitted by law, the recipient party provides the other party with prior written notice of such requirement.
(a) 2.2 Each party shall upon the termination of the Agreement for any reason whatsoever, return to comply with the other forthwith, unless otherwise agreed in writing, any books, records, papers, programs and any other property in its obligations under possession which is the Agreement;property of the other party.
(b) to enable 2.3 The provisions of this Clause 2 shall survive the Recipient to exercise its rights under termination or expiry of the Agreement.
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default 2.4 Both parties shall comply with all applicable requirements of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential InformationData Protection Legislation.
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
Appears in 1 contract
Samples: Recruitment Services Agreement
Confidentiality and Data Protection. 12.1 11.1 Each party each will:
shall (ai) keep all Confidential Information given by one party (the "Disclosing Party") to of the other party strictly confidential; and (ii) use such Confidential Information solely in connection with the "Recipient") performance of the Agreement and not otherwise or otherwise obtained by for the Recipient confidential and benefit of any third party.
11.2 The provisions of clause 11.1 will not apply to any Confidential Information required to be disclosed pursuant to law, any governmental or regulatory authority or by a court or tribunal of competent jurisdiction but then only to the extent of such required disclosure and provided (except as expressly permittedto the extent it is legally permitted to do so) the relevant party agrees the nature and extent of any disclosure in advance with the other party.
11.3 Notwithstanding clause 11.1, a party shall be permitted to disclose the Confidential Information to its personnel or professional advisors and, in the case of ArrowXL, to ArrowXL Group, on a need to know basis for the performance of its obligations or receipt of benefits under the Agreement provided always that it procures that any third parties, make copies recipient complies with confidentiality obligations equivalent to those set out in this clause 11.
11.4 On the termination or expiry of material containing the Confidential Information Agreement each party shall promptly return or otherwise use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified where directed by the Disclosing Party from time to time;
(cother party) implement security practices against any unauthorised copyingotherwise securely dispose of, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information.
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to comply with its obligations under the Agreement;
(b) to enable the Recipient to exercise its rights under the Agreement.
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the all Confidential Information of the other party; or
(d) other party has approved in writing the particular use or disclosure of the Confidential Information.
12.4 The parties acknowledge that each 11.5 Neither party will be entitled make any announcement or publicity statement relating to equitable relief against the other (in addition to any other rights available under existence of the Agreement or at law) if its subject matter without the other party’s prior written consent (except as required by law or by any party breaches any of its obligations under this clause 12legal or regulatory authority).
12.5 The obligations 11.6 In the event that ArrowXL transfers any ‘personal data’ (as defined in the General Data Protection Regulation - ‘GDPR’) to the Supplier, the Supplier shall comply with respect all applicable data protection and privacy legislation for the time being in force including the GDPR regarding the processing of such personal data regardless of whether the Supplier is classified as a processor or a controller within the meaning of the GDPR. Where applicable and upon request the Supplier shall complete and execute ArrowXL’s standard Data Processing Agreement as may be modified from time to Confidential Information disclosed under time and in doing so this shall be incorporated into these Terms and the Agreement will survive termination and expiry Agreement. Failure by the Supplier to comply with this provision shall be a material breach of the Agreement and these Terms giving rise to an immediate right for ArrowXL to terminate the same.
11.7 Each party will indemnify the other (including, in the case of ArrowXL, each member of ArrowXL Group), against all Losses incurred as a result of or in connection with any breach by that party or anyone acting on behalf of that party of this clause 11.
11.8 The obligations in this clause shall continue for as long as the information remains confidential. On termination or expiry a period of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information5 years following termination.
Appears in 1 contract
Samples: Terms of Purchase
Confidentiality and Data Protection. 12.1 4.1. Each party each will:
(a) keep all Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") Party undertakes that it shall not use or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the any Confidential Information to any third parties, make copies except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority. Confidential Information includes this Agreement and the business affairs and practices of material containing the other Party. Confidential Information does not include (i) information that is or becomes public knowledge (unless caused by a breach of this Agreement) or (ii) information that is received from a third party who has the right to disclose such information.
4.2. The Party receiving the Confidential Information or otherwise shall only use the Confidential Information;
(b) safeguard the Confidential Information and comply with any requirements reasonably specified by the Disclosing Party from time to time;
(c) implement security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information; and
(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in the supply and delivery of Services under this Agreement. The Confidential Information shall not be used for any form other purpose.
4.3. The Party receiving the Confidential Information shall use at least reasonable care to keep the Confidential Information private and confidential using the same degree of care that it uses protect its own confidential information.
4.4. The obligations to keep Confidential Information private and confidential shall survive termination of this Agreement. Upon termination of this Agreement, all Confidential Information shall be destroyed (if held in electronic format) or returned to the respective disclosing Party (if held in tangible form).
4.5. Both parties will ensure that their employees, agents and subcontractors who have access to Confidential Information are bound by similar undertakings to keep the Recipient information private and confidential.
4.6. If the Client discloses information to Accipio that is required subject to the Data Protection Act, the Client confirms that it has the appropriate rights and permissions to distribute this information to Accipio and to this information in the Deliverables and Services provided by law Accipio.
4.7. Each Party hereby consents to disclose any the disclosure of the Disclosing Party's Confidential Informationexistence of a supplier/Client relationship existing between the Parties.
12.2 The Recipient may only use 4.8. During the life of this Agreement and copy for the Disclosing Party's Confidential Information to 12 months after termination, neither party will solicit any person who is employed (directly or indirectly by subcontract) by the extent necessary:other party.
(a) to comply 4.9. Accipio will reasonably assist the Client, at the Client’s cost, with its meeting the Client’s compliance obligations under the Agreement;
(b) to enable Data Protection Legislation, taking into account the Recipient to exercise its rights under nature of Accipio’s processing and the Agreementinformation available.
12.3 Nothing 4.10. Subject to clause 4.11, on termination of this agreement for any reason Accipio will securely delete or destroy or, if directed in writing by the Client, return and not retain all or any Personal Data related to this Agreement prohibits in its possession or control.
4.11. If any law, regulation or government or regulatory body requires Accipio to retain any documents or materials or Personal Data that Accipio would otherwise be required to return or destroy it will notify the Client in writing of that retention requirement.
4.12. Accipio may wish to seek publicity for work undertaken on the Client’s behalf. It may use or disclosure of any Confidential Information by either party references to the extent that the:
(a) information has been placed Client and the Services dealt with in proposals or other similar submissions made to other prospective clients, subject to prior written approval from the public domain otherwise than due Client such approval not to a default of the Recipient;
(b) disclosure is required by Applicable Law, but the party must use its best efforts to minimise any such disclosure;
(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(d) other party has approved in writing the particular use be unreasonably withheld or disclosure of the Confidential Informationdelayed.
12.4 4.13. The parties acknowledge that each party will be entitled to equitable relief against for the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry purposes of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a ServiceData Protection Legislation, the Recipient shall at Client is the direction data controller and Accipio is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation. Schedule 3 sets out the scope, nature and purpose of processing by the Supplier, the duration of the Disclosing Party, return or securely destroy processing and the Disclosing Party's Confidential Informationtypes of Personal Data and categories of Data Subject (both as defined in the Data Protection Legislation).
Appears in 1 contract
Samples: Supply Agreement