Common use of Confidentiality and Data Security Clause in Contracts

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an Order), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physical, technical, and administrative security measures sufficient to secure the Customer data entered into the SaaS Services (“Customer Data”) against any unauthorized disclosure, and as required by any applicable law or regulation. Without limiting the foregoing, Xxxxxx will implement security measures that are consistent with industry standards. 10.6 Kentik will (a) process Customer Data only to the extent, and in such manner, as is necessary to provide the SaaS Services to Customer and its Users under this Agreement and in accordance with Customer’s instructions from time to time; (b) not otherwise process or use the Customer Data; and (c) keep Customer Data logically separate from other data and information that is held by Xxxxxx. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to personal information. Xxxxxx shall promptly comply with any request from Customer requiring Kentik to delete Customer Data. Kentik will provide Customer with the means to access, amend, delete or transfer Customer Data. If Xxxxxx receives any third-party communication relating directly or indirectly to the processing of the personal information, Xxxxxx must promptly notify Customer and must fully cooperate and assist Customer in addressing the communication. Kentik will, at its expense, provide Customer with reasonable assistance to comply with any obligations under the applicable data protection laws relating to personal information.

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an Order), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physical, technical, and administrative security measures sufficient to secure the Customer data entered into the SaaS Services (“Customer Data”) against any unauthorized disclosure, and as required by any applicable law or regulation. Without limiting the foregoing, Xxxxxx will implement security measures that are consistent with industry standards. 10.6 Kentik will (a) process Customer Data only to the extent, and in such manner, as is necessary to provide the SaaS Services to Customer and its Users under this Agreement and in accordance with Customer’s instructions from time to time; (b) not otherwise process or use the Customer Data; and (c) keep Customer Data logically separate from other data and information that is held by Xxxxxx. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to personal information. Xxxxxx shall promptly well as comply with any request from Customer requiring the controls and principles set forth in the Kentik to delete Customer Data. Kentik will provide Customer with the means to access, amend, delete or transfer Customer Data. If Xxxxxx receives any third-party communication relating directly or indirectly to the processing of the personal information, Xxxxxx must promptly notify Customer and must fully cooperate and assist Customer in addressing the communication. Kentik will, at its expense, provide Customer with reasonable assistance to comply with any obligations under the applicable data protection laws relating to personal informationSecurity Overview found at: xxxxx://xxx.xxxxxx.xxx/pdfs/KentikSecurityOverview.pdf.

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an OrderOrder Form), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physical, technical, and administrative security measures sufficient designed to secure the Customer data entered into the SaaS Services (“Customer Data”) Data against any unauthorized disclosure, and as required by any disclosure in accordance with applicable law or regulation. Without limiting the foregoing, Xxxxxx will implement security measures that are consistent with industry standardsstandards as well as comply with the controls and principles set forth in the Kentik Security Overview found at: xxxxx://xxx.xxxxxx.xxx/pdfs/KentikSecurityOverview. pdf. 10.6 Kentik will (a) process Customer Data only to the extent, and in such manner, as is necessary to provide the SaaS Services to Customer and its Users under this Agreement and in accordance with Customer’s instructions from time to time; (b) not otherwise process or use the Customer Data; and (c) keep Customer Data logically separate from other data and information that is held by Xxxxxx. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to personal information. Xxxxxx shall promptly comply with any request from Customer requiring Kentik to delete Customer Data. Kentik will provide Customer with the means to access, amend, delete or transfer Customer Data. If Xxxxxx receives any third-party communication relating directly or indirectly to the processing of the personal information, Xxxxxx must promptly notify Customer and must fully cooperate and assist Customer in addressing the communication. Kentik will, at its expense, provide Customer with reasonable assistance to comply with any obligations under the applicable data protection laws relating to personal information.to

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an OrderOrder Form), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physicalmanagement, technical, operational and administrative security technical measures sufficient to secure the Customer data entered into the SaaS Services (“Customer Data”) against any unauthorized disclosure, and as required by any applicable law or regulation. Without limiting the foregoing, Xxxxxx will implement security measures that are consistent with industry standards. 10.6 Kentik will (a) process Customer Data only to the extent, and in such manner, as is necessary to provide the SaaS Services to Customer and its Users under this Agreement and in accordance with Customer’s instructions from time to time; (b) not otherwise process or use the Customer Data; and and (c) keep Customer Data logically separate from other data and information that is held by Xxxxxx. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to personal information. Xxxxxx shall promptly comply with any request from Customer requiring Kentik to delete Customer Data. Kentik will provide Customer with the means to access, amend, delete or transfer Customer Data. If Xxxxxx receives any third-party communication relating directly or indirectly to the processing of the personal information, Xxxxxx must promptly notify Customer and must fully cooperate and assist Customer in addressing the communication. Kentik will, at its expense, provide Customer with reasonable assistance to comply with any obligations under the applicable data protection laws relating to personal information.

Confidentiality and Data Security. 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in an Order), the SaaS Services, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 10.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. 10.5 Kentik shall take appropriate physical, technical, and administrative security measures sufficient to secure the Customer data entered into the SaaS Services (“Customer Data”) against any unauthorized disclosure, and as required by any applicable law or regulation. Without limiting the foregoing, Xxxxxx Kentik will implement security measures that are consistent with industry standards. 10.6 Kentik will (a) process Customer Data only to the extent, and in such manner, as is necessary to provide the SaaS Services to Customer and its Users under this Agreement and in accordance with Customer’s instructions from time to time; (b) not otherwise process or use the Customer Data; and and (c) keep Customer Data logically separate from other data and information that is held by XxxxxxKentik. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to personal information. Xxxxxx Kentik shall promptly comply with any request from Customer requiring Kentik to delete Customer Data. Kentik will provide Customer with the means to access, amend, delete or transfer Customer Data. If Xxxxxx Kentik receives any third-party communication relating directly or indirectly to the processing of the personal information, Xxxxxx Kentik must promptly notify Customer and must fully cooperate and assist Customer in addressing the communication. Kentik will, at its expense, provide Customer with reasonable assistance to comply with any obligations under the applicable data protection laws relating to personal information.