Common use of Protection of PAEA Data Clause in Contracts

Protection of PAEA Data. (a) Member acknowledges and agrees that, while participating in the administration of PAEA Assessment Exams pursuant to the Agreement, Member and its Authorized Persons will receive or have access to PAEA Data. Member further agrees that it shall be deemed a Processor and/or Service Provider and that PAEA shall be deemed a Controller in relation to the PAEA Data under applicable law. Member and its Authorized Persons shall comply with the terms and conditions set forth in the Agreement in its collection, receipt, access, transmission, export, processing, storage, disposal, use and disclosure of such PAEA Data and be responsible for their unauthorized collection, receipt, access, transmission, export, processing, storage, disposal, use and disclosure of PAEA Data. (b) PAEA Data is deemed to be Confidential Information of PAEA and is not Confidential Information of Member. (c) In recognition of the foregoing, Member agrees and covenants that it and its Authorized Persons shall: (i) keep and maintain all PAEA Data in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure of PAEA Data; (ii) use, process and disclose PAEA Data solely and exclusively for the purposes for which the PAEA Data, or access to it, is provided pursuant to the terms and conditions of this Agreement and all applicable incorporated PAEA policies, including the PAEA Policies and Procedures Manual, PAEA Privacy Policy, the PAEA Assessment Exam Policies, the BTL Surpass Terms and Policies; (iii) limit the collection, processing, use, storage, and disclosure of Personal Data to that which is reasonably necessary to perform Member’s obligations under the Agreement and to fulfill all applicable legal requirements, and provide clear and conspicuous notices and information to Students on all Student-facing websites, electronic and printed communications with Students regarding the uses of Personal Data; and (iv) not, directly or indirectly, disclose PAEA Data to any person other than to Authorized Persons without express written consent from PAEA, unless and to the extent required by a lawfully issued Court Order or as otherwise required by applicable law, in which case Member shall notify PAEA before such disclosure or as soon thereafter as reasonably possible.