Data Privacy and Information Security. Contractor covenants and agrees that it will comply with the SPE Data Protection & Information Security Rider attached as Attachment 1 hereto (the “SPE DP & Info Sec Rider”), and incorporated herein.
Data Privacy and Information Security. (i) The Company and its Subsidiaries have implemented and maintain information security procedures (the “Security Procedures”), which include commercially reasonable administrative, technical, and physical safeguards designed to protect the integrity, availability, and security of the Company’s and its Subsidiaries’ IT Assets (“Company IT Assets”), and the personal data and material business information stored therein against loss; theft; damage; misuse; or unauthorized use, disclosure, access or modification. These Security Procedures conform, and have in the three (3) years preceding the Effective Date conformed, in all material respects, to (A) all applicable Privacy Laws and employee codes of conduct relating to privacy, (B) any information security and data privacy statements in the Company and its Subsidiaries’ applicable privacy policies then in effect, and (C) the Company and its Subsidiaries’ contractual commitments, in each case, concerning the collection, use, storage, processing, retention, safeguarding, disclosure, disposal, sharing and/or transfer of any personal data ((A), (B) and (C) collectively referred to as the “Data Security Requirements”). The Security Procedures are designed to protect the Company IT Assets from any “malware,” “ransomware,” “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other code designed to disrupt, disable, harm or otherwise impede the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, either automatically, with the passage of time or upon command by any person (collectively, “Malicious Code”). To the Knowledge of the Company, in the two (2) years preceding the Effective Date, there has not been any material failure or malfunction of the Company IT Assets, the Company IT Assets are free of Malicious Code, and there have been no material unresolved, unauthorized intrusions or breaches of the security of the Company IT Assets, including with respect to any personal data or material business information in the possession, custody or control of the Company and its Subsidiaries, that would require notification by the Company and its Subsidiaries to individuals and/or Governmental Entities under any applicable Data Security Requirement.
Data Privacy and Information Security. Undertaking by Vendor. Without limiting Vendor's obligation of confidentiality as further described herein, Vendor shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the County Data; (b) protect against any anticipated threats or hazards to the security or integrity of the County Data; (c) protect against unauthorized disclosure, access to, or use of the County Data; (d) ensure the proper disposal of County Data; and, (e) ensure that all employees, agents, and subcontractors of Vendor, if any, comply with all of the foregoing. In no case shall the safeguards of Vendor's data privacy and information security program be less stringent than the safeguards used by County.
Data Privacy and Information Security. (a) The Borrower and its Subsidiaries maintain appropriate data security policies, processes, and controls and an appropriate comprehensive privacy program, all of which meet or exceed any requirements of applicable Law in all material respects. Schedule 6.23(a) sets forth the terms of each such policy or written data security or privacy program (or a reasonable description thereof) that has been adopted by the Borrower or a Subsidiary at present time. None of the Borrower’s or any Subsidiary’s privacy statements or disclosures have been or are misleading or deceptive, and the contemplated transactions to be consummated hereunder as of the Closing will not violate any privacy statements, other consumer-facing disclosures or Laws. There is not currently pending and there has not been in the past five years any action, proceeding, suit or claim against the Borrower or its Subsidiaries with respect to privacy or data security, and, to the knowledge of the Borrower, neither the Borrower nor any Subsidiary nor any Products have experienced any security incident in which an unauthorized party accessed or acquired Personal Data or Confidential Business Information.
Data Privacy and Information Security. Reserved
Data Privacy and Information Security. Vendor covenants and agrees that it will comply with the SPE Data Protection & Information Security Rider attached as Attachment 1 hereto (the “SPE DP & Info Sec Rider”), and incorporated herein.
Data Privacy and Information Security. (a) The Company and each Company Subsidiary have complied with all applicable (i) Laws, (ii) contractual obligations and (iii) publicly posted privacy policies to which the Company and each Company Subsidiary is subject that are related to privacy, patient confidentiality, information security, data protection or the Processing of Personal Information (collectively, the “Privacy Obligations”). Neither the Company nor any of the Company Subsidiaries have received written notices or complaints, and no claims (whether by a Governmental Authority or Person) are pending or threatened against the Company or any of the Company Subsidiaries, alleging any violation of Privacy Obligations.
Data Privacy and Information Security. In any case where Supplier will access, handle or use any data that relates to or identifies any natural person (“personal data”) owned, controlled or processed by Accenture or by an Accenture client, Supplier will comply with “Schedule 1 Handling of Personal Information” and any additional agreement, schedule, addendum and provisions provided by Accenture (if any). Also, Supplier will comply with any information security requirements provided by Accenture separately.
Data Privacy and Information Security. 12.1 To the extent that Company or Company’s Affiliates provides to Service Provider, or Service Provider otherwise accesses Personal Data (as defined below) about Company’s employees, customers, or other individuals in connection with this Agreement, Service Provider represents and warrants that: (i) Service Provider will only use Personal Data for the purposes of fulfilling its obligations under the Agreement, and Service Provider will not disclose or otherwise process such Personal Data except upon Company’s instructions in writing; (ii) Service Provider will notify Company in writing and obtain Company’s consent before sharing any Personal Data with any government authorities or other third parties; (iii) it has and will continue to have during the term of this Agreement an adequate and current Safe Harbor certification with the United States Department of Commerce applicable to the Personal Data (“Safe Harbor Certification”), will provide Company with no less than ninety (90) days written notice (in accordance with Section 14.4 herein) prior to any date on which the Safe Harbor Certification ends (“Safe Harbor Certification End Date”), and will promptly execute any supplemental privacy and security terms as Company may direct in its sole judgment prior to any such Safe Harbor Certification End Date, including but not limited to the Standard Contractual Clauses for the Transfer of Personal Data to Processors established in Third Countries, dated 5 February 2010 (2010/87/EU) as amended from time to time; and (iv) Service Provider agrees to adhere to additional contractual terms and conditions related to Personal Data as Company may instruct in writing that Company deems necessary, in its sole discretion, to address applicable data protection, privacy, or information security laws or requirements.
Data Privacy and Information Security. (a) The members of the Merger Partner Group and, to the Knowledge of Merger Partner, the Merger Partner Data Processors and other Persons with whom the Merger Partner Group has shared Personal Data, in each case since the Lookback Date, (i) have complied with applicable Privacy Laws, Merger Partner Privacy Policies and other Contracts relating to the collection, use, protection, or processing of Merger Partner IT Systems or Merger Partner Data, (ii) have not suffered and are not currently suffering a Security Incident and (iii) have not been subject to any complaints, litigation or regulatory investigations or enforcement actions from any Person or Governmental Authority and have not received any notices or inquiries alleging noncompliance with any applicable Privacy Laws in each case, except in the case of each of clause (i) through (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole. To the Knowledge of Xxxxxx Partner, neither the execution, delivery or performance of any of the Transaction Documents, nor the consummation of the Contemplated Transactions, violate any Privacy Laws or Merger Partner Privacy Policies, except as, individually or in the aggregate, would not reasonably be expected to (A) be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or (B) prevent or materially delay, materially interfere with or materially impair (1) the consummation by the members of the Merger Partner Group of any of the Contemplated Transactions or (2) the compliance by any member of the Merger Partner Group with the Transaction Documents. When any member of the Merger Partner Group uses a Merger Partner Data Processor to Process Personal Data, the relevant Merger Partner Data Processor has provided guarantees, warranties or covenants in relation to the Processing of Personal Data, confidentiality, and security measures, and has agreed to comply with those obligations in a
