During the Term and for a period of five (5) years thereafter, neither Party (“Recipient”) shall in any way disclose to any third party, use or permit access to any Confidential Information (as hereafter defined) of the other Party (“Discloser”) save as specifically permitted hereunder. Recipient may use and access Confidential Information of Discloser solely in the performance of its obligations under this Agreement, and only to the extent necessary for such performance. Recipient shall not disclose or permit access to Confidential Information of Discloser, except to those of Recipient’s employees or representatives to whom such disclosure or permission of access is required in order for Recipient to perform its obligations under this Agreement, provided such employees and representatives are obligated by agreement, instruction or otherwise to comply with the provisions of this Section 10. Recipient shall protect and safeguard Confidential Information of Discloser with at least the same degree of care with which Recipient protects its own confidential and sensitive information, but in no event with less than a reasonable degree of care. Recipient shall immediately report to Discloser any breach of; compromise to the security or confidentiality of; or unauthorised disclosure, permission of access, or use of any Confidential Information (each a “Security Incident”) of Discloser which Recipient learns or which Recipient reasonably suspects and shall promptly provide all cooperation, information, and support requested by Discloser related to such Security Incident. As used herein, the term “Confidential Information” refers to non-public information relating to Discloser’s business, products, and services, including but not limited to the nature and type of Services sold and rendered by Discloser, the terms and conditions of this Agreement and any attachments hereto, technical information, customer data (including, without limitation, customer usage, price lists, Service Fee structure/tiers, schedules, discount rates, non-public marketing materials, business plans, or any other information provided by Discloser. Confidential Information is the exclusive property of Discloser and may be used by Recipient solely in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary above, other than Confidential Information that is information of or relating to a Customer (which shall in all events constitute “Confidential Information” and be subject to th...
During the Term and for two (2) years after its termination the Agency shall maintain clear, accurate, complete and up to date Records in respect of the performance of the Agency and Agency Group’s obligations under this Framework Agreement and each Call-Off Contract. The Agency shall procure compliance by members of the Agency Group with its obligation to maintain Records as set out in this Framework Agreement.
