Common use of Employee Data Protection Clause in Contracts

Employee Data Protection. (a) Parent shall, and shall cause SpinCo, Direct Sale Purchaser and any applicable Affiliate of Parent, SpinCo or Direct Sale Purchaser to, comply with all Applicable Laws regarding the maintenance, use, sharing and processing of Company Personal Data, including, but not limited to (i) compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of Company Personal Data or the identification of such other lawful basis for processing after the Merger Effective Time, and (ii) taking any other steps necessary to comply with Applicable Laws in relation to data protection, including but not limited to, the execution of any separate agreements with the Company or its Affiliates to facilitate the lawful processing of certain Company Personal Data (such agreements to be executed before or after the Merger Effective Time, as necessary). (b) The Company shall, and shall cause its Affiliates to, comply with all Applicable Laws regarding the maintenance, use, sharing and processing of Company Personal Data, including, but not limited to (i) compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of Company Personal Data or the identification of such other lawful basis for processing before the Distribution Effective Time (including with respect to transfer of Company Personal Data to Parent or any of its Affiliates), and (ii) taking any other steps necessary to comply with Applicable Laws in relation to data protection, including but not limited to, the execution of any separate agreements with Parent, SpinCo or their respective Affiliates to facilitate the lawful processing of certain Company Personal Data (such agreements to be executed before or after the Merger Effective Time as necessary, notwithstanding anything to the contrary above). (c) Parent shall, and shall cause SpinCo, Direct Sale Purchaser and all applicable Affiliates of Parent, SpinCo and Direct Sale Purchaser to, share and otherwise process Company Personal Data only as legally permitted. Parent, SpinCo, Direct Sale Purchaser and their respective Affiliates shall use appropriate technical and organizational measures to ensure the security and confidentiality of Company Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, damage, modification, disclosure, access or loss. Parent agrees that, before the Merger Effective Time, neither it nor its Affiliates shall disclose any Company Personal Data to third parties without the express written approval of the Company, unless required by Applicable Law. Parent, SpinCo, Direct Sale Purchaser and their respective Affiliates shall promptly inform the Company of any breach of this security and confidentiality undertaking, unless prohibited from doing so by Applicable Law.

Employee Data Protection. (a) Parent Buyer shall, and shall cause SpinCo, Direct Sale Purchaser and any applicable Affiliate of Parent, SpinCo or Direct Sale Purchaser its Affiliates to, comply with all Applicable Laws applicable to Buyer and its Affiliates regarding the maintenance, use, sharing and processing of Company Seller Personal Data, including, but not limited to including (i) compliance with any applicable requirements to provide notice to, or obtain consent Consent from, the data subject for processing of Company Seller Personal Data or the identification of such other lawful basis for processing after the Merger Effective TimeData, and (ii) taking any other steps necessary to comply with Applicable Laws in relation to applicable local data protectionprotection Laws, including but not limited to, the execution of any separate agreements with the Company Seller or its Affiliates to facilitate the lawful processing of certain Company Seller Personal Data (such agreements to be executed before or after the Merger Effective TimeClosing Date, as necessary). (b) The Company Seller shall, and shall cause its Affiliates to, comply with all Applicable Laws applicable to Seller and its Affiliates regarding the maintenance, use, sharing and processing of Company Seller Personal Data, including, but not limited to including (i) compliance with any applicable requirements to provide notice to, or obtain consent Consent from, the data subject for processing of Company Seller Personal Data or the identification of such other lawful basis for processing before the Distribution Effective Time (including with respect to transfer of Company Seller Personal Data to Parent Buyer or any of its Affiliates), and (ii) taking any other steps necessary to comply with Applicable Laws in relation to applicable local data protectionprotection Laws, including but not limited to, the execution of any separate agreements with Parent, SpinCo Buyer or their respective its Affiliates to facilitate the lawful processing of certain Company Seller Personal Data (such agreements to be executed before or after the Merger Effective Time Closing Date as necessary, notwithstanding anything to the contrary above). (c) Parent Buyer shall, and shall cause SpinCo, Direct Sale Purchaser and all applicable its Affiliates of Parent, SpinCo and Direct Sale Purchaser to, share and otherwise process Company Seller Personal Data only on a need-to-know basis, only as legally permittedpermitted and only to the extent necessary to perform its obligations or exercise its rights under or in connection with the Transaction Agreements or Seller’s or its Affiliates’ further written instructions. Parent, SpinCo, Direct Sale Purchaser Buyer and their respective its Affiliates shall use appropriate reasonable, technical and organizational measures to ensure the security and confidentiality of Company Seller Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, damage, modification, disclosure, access or loss. Parent Buyer agrees that, before the Merger Effective TimeClosing Date, neither it nor its Affiliates shall disclose any Company Seller Personal Data to third parties without the express written approval of the CompanySeller or its Affiliates, unless required or permitted by Applicable Lawapplicable Law or under the Confidentiality Agreement. Parent, SpinCo, Direct Sale Purchaser and their respective Buyer or one of its Affiliates shall promptly inform the Company Seller or one of its Affiliates of any breach of this security and confidentiality undertaking, unless prohibited from doing so by Applicable applicable Law.