Common use of Confidentiality and Data Clause in Contracts

Confidentiality and Data. 1. During and after the term of this Agreement, each party will and will cause its officers, employees, contractors and agents to keep secret and confidential all Confidential Information of the other and will not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement; provided that a party may disclose the other party's Confidential Information to Affiliates. 2. The obligation of confidence will not apply where the Confidential Information: is required to be disclosed by operation of law; was lawfully in the possession of the recipient prior to disclosure by the other party; is subsequently lawfully acquired from a third party or independently developed by the recipient without breach of any known obligation of confidence; is or becomes generally available to the public through no act or default of the recipient; or is disclosed on a confidential basis for the purposes of obtaining professional advice. 3. Each party will give the other prompt written notice of any disclosure of the party's Confidential Information as required by operation of law during and after the term of this Agreement. 4. Each party agrees that damages would not be an adequate remedy for any failure to comply with the confidentiality obligations in this Agreement and that the other party will be entitled to the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual failure to comply with those obligations. 5. Each party will comply with all applicable requirements of the Data Protection Legislation. The provisions of this clause are in addition to, and do not relieve, remove or replace, a party's obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, either party may be the data controller or data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). 6. The parties will, in relation to any personal data processed in connection with the performance of this Agreement, only process the personal data: (i) to the extent, and in such manner, as is necessary in order to comply with obligations under this Agreement; (ii) in accordance with the Data Controller's instructions (unless otherwise required in compliance with applicable laws); (iii) for the duration of the term of the Agreement, unless otherwise instructed by the Data Controller. The Data Processor shall ensure that access to personal data is limited to those personnel or subcontractors who (i) need to access the personal data to meet its obligations under the Agreement, and (ii) are bound by terms as restrictive as those set out under this Agreement. The Data Processor will be liable for any violation of applicable Data Protection Legislation by its personnel or subcontractors.

Confidentiality and Data. 1. During and after the term of this Agreement, each party will and will cause its officers, employees, contractors and agents to keep secret and confidential all Confidential Information of the other and will not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement; provided that a party may disclose the other party's Confidential Information to Affiliates. 2. The obligation of confidence will not apply where the Confidential Information: is required to be disclosed by operation of law; was lawfully in the possession of the recipient prior to disclosure by the other party; is subsequently lawfully acquired from a third party or independently developed by the recipient without breach of any known obligation of confidence; is or becomes generally available to the public through no act or default of the recipient; or is disclosed on a confidential basis for the purposes of obtaining professional advice. 3. Each party will give the other prompt written notice of any disclosure of the party's Confidential Information as required by operation of law during and after the term of this Agreement. 4. Each party agrees that damages would not be an adequate remedy for any failure to comply with the confidentiality obligations in this Agreement and that the other party will be entitled to the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual failure to comply with those obligations. 5. Each party will comply with all applicable requirements of the Data Protection Legislation. The provisions of this clause are in addition to, and do not relieve, remove or replace, a party's ’s obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, either party may be the data controller or data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). 6. The parties will, in relation to any personal data processed in connection with the performance of this Agreement, only process the personal data: (i) to the extent, and in such manner, as is necessary in order to comply with obligations under this Agreement; (ii) in accordance with the Data Controller's instructions (unless otherwise required in compliance with applicable laws); (iii) for the duration of the term of the Agreement, unless otherwise instructed by the Data Controller. The Data Processor shall ensure that access to personal data is limited to those personnel or subcontractors who (i) need to access the personal data to meet its obligations under the Agreement, and (ii) are bound by terms as restrictive as those set out under this Agreement. The Data Processor will be liable for any violation of applicable Data Protection Legislation by its personnel or subcontractors.;

Confidentiality and Data. 15.1. During and after the term of this Agreement, each party will and will cause its officers, employees, contractors and agents to keep secret and confidential all Confidential Information of the other and will not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement; provided that a party may disclose the other party's ’s Confidential Information to Affiliates. 25.2. The obligation of confidence will not apply where the Confidential Information: is required to be disclosed by operation of law; was lawfully in the possession of the recipient prior to disclosure by the other party; is subsequently lawfully acquired from a third party or independently developed by the recipient without breach of any known obligation of confidence; is or becomes generally available to the public through no act or default of the recipient; or is disclosed on a confidential basis for the purposes of obtaining professional advice. 35.3. Each party will give the other prompt written notice of any disclosure of the party's ’s Confidential Information as required by operation of law during and after the term of this Agreement. 45.4. Each party agrees that damages would not be an adequate remedy for any failure to comply with the confidentiality obligations in this Agreement and that the other party will be entitled to the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual failure to comply with those obligations. 55.5. Each party will comply with all applicable requirements of the Data Protection Legislation. The provisions of this clause are in addition to, and do not relieve, remove or replace, a party's ’s obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, either party may be the data controller or data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). 65.6. The parties will, in relation to any personal data processed in connection with the performance of this Agreement, only process the personal data: (i) to the extent, and in such manner, as is necessary in order to comply with obligations under this Agreement; (ii) in accordance with the Data Controller's ’s instructions (unless otherwise required in compliance with applicable laws); (iii) for the duration of the term of the Agreement, unless otherwise instructed by the Data Controller. The Data Processor shall ensure that access to personal data is limited to those personnel or subcontractors who (i) need to access the personal data to meet its obligations under the Agreement, and (ii) are bound by terms as restrictive as those set out under this Agreement. The Data Processor will be liable for any violation of applicable Data Protection Legislation by its personnel or subcontractors.