Common use of Limits on Auditing Party Clause in Contracts

Limits on Auditing Party. Nothing in the Agreement or this DPA will require TD either to disclose to an Auditing Party or Company, or to allow an Auditing Party or Company to access: (i) any data of any other customer of TD; (ii) TD's internal accounting or financial information; (iii) any trade secret of TD; (iv) any premises or equipment not controlled by TD; or (v) any information that, in TD's reasonable opinion, could: (A) compromise the security of TD’s systems or premises; (B) cause TD to breach its obligations under Data Protection Legislation or the rights of any third party, or (C) any information that an Auditing Party seeks to access for any reason other than the good faith fulfillment of Company's obligations under Data Protection Legislation. Company shall contractually impose, and designate TD as a third-party beneficiary of, contractual terms that prohibit any Auditing Party from disclosing the existence, nature, or results of any audit to any party other than Company or TD unless such disclosure is required by applicable law.

Limits on Auditing Party. Nothing in the Agreement or this DPA will require TD either to disclose to an Auditing Party or Company, or to allow an Auditing Party or Company to access: (i) any data of any other customer of TD; (ii) TD's internal accounting or financial information; (iii) any trade secret of TD; (iv) any premises or equipment not controlled by TD; or (v) any information that, in TD's reasonable opinion, could: (A) compromise the security of TD’s systems or premises; (B) cause TD to breach its obligations under Data Protection Legislation Applicable Privacy Law or the rights of any third party, or (C) any information that an Auditing Party seeks to access for any reason other than the good faith fulfillment of Company's obligations under Data Protection LegislationApplicable Privacy Law. Company shall contractually impose, and designate TD as a third-party beneficiary of, contractual terms that prohibit any Auditing Party from disclosing the existence, nature, or results of any audit to any party other than Company or TD unless such disclosure is required by applicable law.