Common use of Exceptions Allowing Disclosure of the Data Clause in Contracts

Exceptions Allowing Disclosure of the Data. 1. Consistent with the provisions of Public Service Law Section 89(b)(6) and notwithstanding the provisions of paragraph B(1) the Parties may disclose Data to contractors or subcontractors who have a legitimate need to know or use such Data for the sole and limited purposes of providing services and/or carrying out the obligations set forth under this Agreement, provided that the contractor or subcontractor: a. is advised by the disclosing Party of the confidential nature of the Data; and b. agrees in writing to protect and secure Data in accordance with this Agreement. A copy of such written agreement with the contractor or subcontractor shall be made available to the Parties upon request. Notwithstanding the foregoing, each Party shall be liable for any act or omission of their respective contractors and/or subcontractors, that would constitute a breach of this Agreement if committed by the respective Party; and c. warrants that it has appropriate technical and organizational processes and procedures in place to safeguard all Data against any accidental or unlawful loss, alteration, destruction or damage or any unauthorized access, use or disclosure, and will ensure that it has taken steps to ensure the reliability of those of its employees who are used to process such Data. 2. Disclosure if Legally Compelled. Notwithstanding anything herein, in the event that a Municipality receives notice that it has, will, or may become compelled, pursuant to applicable law or regulation or legal process to disclose Data (whether by receipt of oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands, other similar processes, or otherwise), the Municipality shall, except to the extent prohibited by law, within 72 hours notify SWWC, orally and in writing, of the pending or threatened compulsion and consult with SWWC on the advisability of taking steps to resist or narrow such request. To the extent lawfully allowable, SWWC shall have the right, in advance of any disclosure, to undertake any lawfully permissible steps to reduce and/or minimize the extent of Data that must be disclosed. SWWC shall also have the right to seek an appropriate protective order or other remedy reducing and/or minimizing the extent of Data that must be disclosed. In any event, the Parties shall disclose only such Data which they are advised by legal counsel that they are legally required to disclose in order to comply with such applicable law or regulation or legal process (as such may be affected by any protective order or other remedy obtained by SWWC) and the Municipality and its representatives shall use all reasonable efforts to ensure that all Data that is so disclosed will be accorded confidential treatment.