yi-confidentiality.sublime-snippet

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“Confidential Information” means any information obtained by the receiving Party from or on behalf of the disclosing Party that relates to the past, present or future business activities of the disclosing Party or its subsidiaries or affiliates, or their respective employees, customers or third party suppliers or contractors, including the terms and conditions of this Agreement, information exchanged in the course of negotiations, any Schedule, and any information relating to the applicable entity's (or person's) plans, pricing, methods, methodologies, processes, financial data, lists, intellectual property rights, ${1:Customer} information, apparatus, statistics, programs, research, development, and/or information technology.  Confidential Information of ${1:Customer} includes ${1:Customer} Sensitive Data.

“${1:Customer} Sensitive Data” means personally-identifiable or financial information regarding ${1:Customer}’s former, current or prospective clients, customers or employees.

${2:Supplier} will use any information provided by or on behalf of ${1:Customer} to ${2:Supplier} pursuant to this Agreement, including Confidential Information of ${1:Customer} and ${1:Customer} Sensitive Data disclosed to it hereunder only as necessary to perform the Services under this Agreement.

The receiving Party will hold all Confidential Information of the disclosing Party in trust and confidence for the disclosing Party and, except as set forth in this Agreement or as otherwise may be authorized by the disclosing Party in writing, the receiving Party will not disclose to any person, firm or enterprise, or use for its own benefit, any Confidential Information of the disclosing Party.  The receiving Party will treat all Confidential Information of the disclosing Party with the same degree of care that the receiving Party treats its own confidential or proprietary information, but in no event less than reasonable care.

Except with respect to ${1:Customer} Sensitive Data, the receiving Party may disclose Confidential Information of the disclosing Party to the receiving Party's employees, and to any of the receiving Party's contractors who are bound to the receiving Party by confidentiality obligations substantially equivalent to those set forth in this Article, solely as required in order for the receiving Party to perform under this Agreement, or in the case of ${1:Customer}, in order to access and use materials and information provided by ${2:Supplier} as set forth hereunder.  ${1:Customer} may disclose ${2:Supplier}'s Confidential Information to employees of its parent, subsidiaries and affiliates.

Except for ${1:Customer} Sensitive Data, Confidential Information does not include any particular information that the receiving Party can demonstrate is (a) currently in the public domain, (b) previously known to the receiving Party free from any obligation to keep it confidential, (c) publicly disclosed by or on behalf of the disclosing Party either prior to or subsequent to the receipt of such information by the receiving Party, (d) independently developed by the receiving Party without any access to or use of Confidential Information of the disclosing Party, or (e) rightfully obtained by the receiving Party from a third party lawfully in possession of the Confidential Information and who is not bound by confidentiality obligations to the disclosing Party.

${2:Supplier} hereby acknowledges that ${1:Customer} is subject to certain privacy and information security laws and regulations, pursuant to which ${1:Customer} is required to ensure that ${2:Supplier} appropriately safeguards ${1:Customer} Sensitive Data.  ${1:Customer} Sensitive Data will be deemed ${1:Customer}'s Confidential Information for the purposes of this Agreement, and to the extent that ${2:Supplier} receives any ${1:Customer} Sensitive Data as a result of any exchange of information under this Agreement, ${2:Supplier} agrees that it will:

(a) not disclose or use any ${1:Customer} Sensitive Data except to the extent necessary to carry out its obligations under this Agreement and for no other purpose; 

(b) not disclose ${1:Customer} Sensitive Data to any third party, including its third party service providers without the prior written consent of ${1:Customer} and subject to the further requirements of this Section;

(c) employ administrative, technical and physical safeguards (including reasonable disposal measures) to prevent unauthorized use or disclosure of ${1:Customer} Sensitive Data; 
(d) act only upon instructions from ${1:Customer} and as directed by ${1:Customer} in relation to ${1:Customer} Sensitive Data; and 

(e) in the event of any actual or apparent theft, unauthorized use or disclosure of any ${1:Customer} Sensitive Data, immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and as soon as practicable following discovery of any such event, provide ${1:Customer} notice thereof, and such further information and assistance as may be reasonably requested.

With respect to any third party provided access to ${1:Customer} Sensitive Data permitted hereunder, ${2:Supplier} will enter into a written agreement with such third party requiring safeguarding of ${1:Customer} Sensitive Data in a manner no less restrictive than ${2:Supplier}'s obligations under this Agreement, and including those affirmative obligations described in this Section.]]></content>
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