Common use of Confidentiality and security of Customer Data Clause in Contracts

Confidentiality and security of Customer Data. 12.1 The Company shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with our Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under our Agreement. 12.2 The Company shall implement technical and organisational security measures in accordance with the Data Protection Addendum. 12.3 The Company: 12.3.1 undertakes to disclose the Customer Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and 12.3.2 shall be responsible to the Customer for any acts or omissions of any of the persons referred to in clause 12.3.1 in respect of the confidentiality and security of the Customer Data as if they were the Company’s own. 12.4 The provisions of this clause 12 shall not apply to information which: 12.4.1 is or comes into the public domain through no fault of the Company, its officers, employees, agents or contractors; 12.4.2 is lawfully received by the Company from a third party free of any obligation of confidence at the time of its disclosure; 12.4.3 is independently developed by the Company (or any person acting on its or their behalf), without access to or use of such information; or 12.4.4 is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 12.4.1 to 12.4.3 (inclusive) shall not apply to Protected Data (as defined in the Data Protection Addendum). 12.5 This clause 12 shall survive the termination or expiry of our Agreement for a period of 5 years. 12.6 To the extent any Customer Data is Protected Data, the Company shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of the Company’s obligations under the Data Protection Addendum. Clauses 12.1 to 12.5 (inclusive) are subject to this clause 12.6.