Common use of Confidential Information Furnished by Customer Clause in Contracts

Confidential Information Furnished by Customer. In addition to Vendor’s execution of and compliance with the Consumer Confidentiality Agreement attached hereto and incorporated herein as Exhibit A, Vendor recognizes that in order to enable Vendor to provide the Services, Customer may disclose to Vendor certain confidential information concerning its business, accounts and customers. Vendor acknowledges that this confidential information is valuable and a unique asset of Customer’s business. During the term of this Agreement and following the expiration or termination thereof, Vendor will not use or disclose any such confidential information (other than to those employees and agents who need to access such information to directly participate in the performance of this Agreement). Not limiting the generality of the foregoing or any obligation of Customer in this Agreement, Vendor for its part, and as may be required of Vendor by the Xxxxx-Xxxxx-Xxxxxx Act (“the GLB Act”) including any applicable guidelines issued pursuant to such Act and any other applicable privacy laws, rules and regulations (including the rules and regulations of card associations and Networks), will not use or disclose any “nonpublic personal information” (as defined in the GLB Act) information received from Customer in connection with providing the Services to unrelated and unauthorized third parties, other than as necessary to provide the Services or in the performance of the Agreement. Provided, however, Vendor may disclose information it receives as may be required by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process upon prior written notice to Customer. Upon the expiration or termination of this Agreement and the data Vendor is no longer required to maintain for governmental/regulatory compliance purposes. Vendor shall either deliver to Customer all confidential information of Customer and all copies thereof relating in any way to the Services or to Customer, whether delivered in physical paper version or electronically to Vendor, or alternatively, certify in writing to Customer that all such confidential information has been properly destroyed by Vendor. Vendor acknowledges that it does not have nor can Vendor acquire any right in or claim to such confidential information. Vendor shall take all “necessary steps” to cause its employees, agents and third party auditors to comply with the terms of this Section 6(c). Vendor acknowledges that Customer shall be entitled to seek injunctive relief and any other remedies as may be available at law or in equity in the event Vendor or its employees or agents violate the provisions contained in this Section 6(c). Vendor agrees that it maintains an information security program designed to (1) protect the security and confidentiality of Customer’s information, (2) protect against anticipated threats or hazards to the security or integrity of such Customer information; (3) protect against unauthorized access to or use of such Customer information that could result in substantial harm to the customers of Customer; and (4) provide for the proper disposal of Customer information. Additionally, Vendor agrees that should there be any unauthorized disclosure of Customer information maintained by Vendor, Vendor shall promptly notify the Customer (in any event, within three Business Days) of such unauthorized disclosure promptly upon its discovery, take commercially reasonable and appropriate steps to prevent further unauthorized disclosure, assist in identifying the range of Customer’s information and customers who may have been impacted by such unauthorized disclosure and undertake (at its expense) remedial efforts and action or actions that may be required under applicable laws, rules and regulations such as customer notifications or assist Customer in such remedial actions (at Vendor’s expense).

Confidential Information Furnished by Customer. In addition to Vendor’s execution of and compliance with the Consumer Confidentiality Agreement attached hereto and incorporated herein as Exhibit A, Vendor recognizes that in order to enable Vendor to provide the Services, Customer may disclose to Vendor certain confidential information concerning its business, accounts and customers. Vendor acknowledges that this confidential information is valuable and a unique asset of Customer’s business. During the term of this Agreement and following the expiration or termination thereof, Vendor will not use or disclose any such confidential information (other than to those employees and agents who need to access such information to directly participate in the performance of this Agreement). Not limiting the generality of the foregoing or any obligation of Customer in this Agreement, Vendor for its part, and as may be required of Vendor by the Xxxxx-Xxxxx-Xxxxxx Gramm, Leach, Bliley Act (“the GLB Act”) including or by any applicable guidelines issued pursuant to such Act and any other applicable privacy laws, rules and regulations (including the rules and regulations of card associations and Networks)Act, will not use or disclose any “nonpublic personal Nonpublic Personal information” (, as such is defined in by the GLB Act) information , received from Customer in connection with providing the Services (“NPI”), to unrelated and unauthorized third parties, other than as necessary to provide in the course of providing the Services or in the performance of the Agreement. Provided, however, Vendor may disclose information it receives as may be required or permitted by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process upon prior written notice process. Notwithstanding anything herein to Customer. Upon the expiration or termination contrary, Customer acknowledges and agrees that Vendor and/or any of its affiliates may make public the execution of this Agreement and the data Vendor is no longer required to maintain for governmental/regulatory compliance purposes. Vendor shall either deliver to by Customer all confidential information and/or any of Customer and all copies thereof relating in any way to Customer’s affiliates; and/or the Services or to Customer, whether delivered in physical paper version or electronically to Vendor, or alternatively, certify in writing to Customer that all such confidential information has been properly destroyed by Vendor. Vendor acknowledges that it does not have nor can Vendor acquire any right in or claim to such confidential information. Vendor shall take all “necessary steps” to cause its employees, agents and third party auditors to comply with the terms of this Section 6(c). Vendor acknowledges that Customer shall be entitled to seek injunctive relief and any other remedies as which may be available at law or in equity in have been provided under the event Vendor or its employees or agents violate the provisions contained in this Section 6(c). Agreement Vendor agrees that it maintains an information security program designed to (1) protect the security and confidentiality of Customer’s informationNPI, (2) protect against anticipated threats or hazards to the security or integrity of such Customer informationNPI; (3) protect against unauthorized access to or use of such Customer information NPI that could result in substantial harm to the customers of Customer; and (4) provide for the proper disposal of Customer informationNPI. Additionally, Vendor agrees that should there be any unauthorized disclosure of Customer information maintained by the NPI of a customer of Customer, while under the direct control of Vendor, that Vendor shall promptly notify the Customer (in any event, within three Business Days) of such unauthorized disclosure disclosure, promptly upon its discovery, take commercially reasonable and appropriate steps which are within Vendor’s control to prevent further unauthorized disclosure, and reasonably assist in identifying the range of Customer’s information and customers who may have been impacted by such unauthorized disclosure disclosure. Customer acknowledges and undertake (at its expense) remedial efforts and action or actions agrees that may be required under applicable laws, rules and regulations such as customer notifications or assist Customer in such remedial actions (at Vendor’s expense)obligations set forth in Section 6(b) shall not relieve Customer of any obligations it may have under this Agreement, or any law, rule or regulation, including Network Documentation.