Data Rescue MDs agrees, on its own behalf and on behalf of any agents it utilizes to perform Data Rescue MDs responsibilities under this Agreement, that the materials and information which Customer provides to Data Rescue MDs or to which Data Rescue MDs gains access in the course of performing its responsibilities hereunder including, but not limited to, materials and information relating to software, hardware, technical and systems profiles, documents, records, programs, systems, data, disks, ideas, concepts, theories, designs, approaches, improvements, techniques, methodologies, methods, processes, formulae, procedures, ledgers, files, communications, technical requirements, names, addresses and other identifiers of individuals and business entities, financial information, insurance, and other know-how or information relating to Customer (collectively “Customer Information”), as between the Parties, are the property of Customer, and shall be used and viewed by Data Rescue MDs only within the scope of its rights and responsibilities under this Agreement, and shall not be otherwise disclosed to third parties by Data Rescue MDs or any of its agents without Customer’s prior written approval.
The confidentiality obligations set forth in this Section shall not apply to information and materials: (1) that are or subsequently become publicly available without Data Rescue MDs breach of any duties it owes to Customer or the breach of any confidentiality obligations of any of Data Rescue MDs agents or affiliates which are owed to Customer; (2) was known to Data Rescue MDs prior to Customer’s disclosure to Data Rescue MDs, other than any information or materials obtained from any of Data Rescue MDs’s agents or affiliates which are either subject to confidentiality obligations in favor of Customer from such agents or affiliates of Data Rescue MDs or fail to fall with the exception categories (1), (2), (3), (4), or (5) described herein; (3) become known to Data Rescue MDs from a source other than Customer, other than by the breach of an obligation of confidentiality owed to Customer; (4) is independently developed by Data Rescue MDs without reference to or use of Customer Information; or (5) when client information is found to contain illegal data such as child pornography or information that is detrimental to national security.
Data Rescue MDs agrees to use Customer Information only to provide services hereunder and not to use such information for any other purpose.
Data Rescue MDs agrees to implement and maintain reasonable and customary security measures to safeguard Customer Information. Such measures shall include, but not be limited to, requiring employees who will have access to such information to agree to the confidentiality requirements of this Section. Parties acknowledge and agree that it may be necessary for Customer to share Customer Information with Data Rescue MDs in order for Data Rescue MDs to meet its obligations under this Agreement. With respect to the sharing, use, and protection of Customer Information, Data Rescue MDs agrees to the following:
To hold in strict confidence Customer Information obtained from Customer during this Agreement. To not disclose Customer Information, in any form or medium, to any affiliated or non-affiliated person, firm or corporation except as necessary to perform services under this Agreement or as may be required by law. To the extent that Data Rescue MDs contracts with a third party that obtains Customer Information in order to provide services under this Agreement, Data Rescue MDs agrees to obtain contractual confidentiality protections to require the third party to hold Customer Information in strict confidence and not disclose it to any person unless required by law. Data Rescue MDs agrees to return all Customer Information to Customer either upon request or termination of this Agreement. Data Rescue MDs agrees to comply with applicable privacy laws and regulations including, but not limited to, the Gramm-Leach-Bliley Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A. ยง 6801, as amended to comply with applicable changes in such laws and regulations as these occur and become effective.
