Common use of Additional Processing Terms Clause in Contracts

Additional Processing Terms. When Processing Covered Personal Data on behalf of Organon, Merck shall use Commercially Reasonable Efforts to: (i) only process Covered Personal Data on Organon’s written instructions unless required otherwise by Applicable Law; (ii) ensure that Merck personnel who have access to Covered Personal Data are subject to confidentiality obligations; (iii) implement and maintain technical and organizational measures designed to prevent a Personal Data Breach, and upon becoming aware of substantiated Personal Data Breach, Merck shall notify Organon without undue delay; (iv) taking into account the nature of the processing, at Organon’s cost and expense, assist Organon insofar as this is possible, to meet its obligations under Data Protection Law; and (v) upon request and at Organon’s cost and expense, make available information reasonably requested by Organon to demonstrate compliance with this Section 7.5, and allow for Organon to request an audit or inspection.

Additional Processing Terms. When Processing Covered Personal Data on behalf of OrganonMerck, Merck Organon shall use Commercially Reasonable Efforts to: (i) only process Covered Personal Data on OrganonMerck’s written instructions unless required otherwise by Applicable Law; (ii) ensure that Merck Organon personnel who have access to Covered Personal Data are subject to confidentiality obligations; (iii) implement and maintain technical and organizational measures designed to prevent a Personal Data Breach, and upon becoming aware of substantiated Personal Data Breach, Merck Organon shall notify Organon Merck without undue delay; (iv) taking into account the nature of the processing, at OrganonMerck’s cost and expense, assist Organon Merck insofar as this is possible, to meet its obligations under Data Protection Law; and (v) upon request and at OrganonMerck’s cost and expense, make available information reasonably requested by Organon Merck to demonstrate compliance with this Section 7.5, and allow for Organon Merck to request an audit or inspection.