Resolution 2015-093 - Laserfiche WebLink

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7.1.Definition of Confidential Information.As used herein,"Confidential Information"means all confidential information disclosed by a party("Disclosing Party")to the other party("Receiving Party"),whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.Your Confidential Information shall include Your Data;Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans,technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data)shall not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii)is received from a third party without breach of any obligation owed to the Disclosing Party,or(iv)was independently developed by the Receiving Party. 7.2.Protection of Confidential Information.The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind(but in no event less than reasonable care)(i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and(ii)except as otherwise authorized by the Disclosing Party in writing,to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel and accountants without the other party's prior written consent. 7.3.Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so,provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure(to the extent legally permitted)and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure,the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. Further, if the Receiving Party receives a request or demand for access or disclosure of the Confidential Information and/or the Data,whether requests from a person,a government body,a court of law,administrative tribunal, or form another source, and the disclosure is not authorized under this Agreement,the Receiving Party shall(i)require that any demand or request be made in writing setting out the authority of the person or entity making the demand; (2)immediately advise the Disclosing Party of the demand or request made to the Receiving Party and forward a copy of the demand or request to the Disclosing Party; and(3)not disclose the Confidential Information or Data unless otherwise directed by the Disclosing Party. 7.4.Breach of Privacy.In the event that We anticipate or becomes aware of a breach of Your Data provided by You in our possession pursuant to this Agreement,We shall immediately notify You in writing to the extent known of: (1) the nature of the Data that was breached (the type and date of the information and names of any individuals who may be affected); (2)when the breach occurred; (3)how the breach occurred; (4)who was responsible for the breach; (5) what steps We are taking to mitigate the damage and isolate the breach; and(6)what measures We have or plan to take to prevent any such reoccurrence. 8.WARRANTIES AND DISCLAIMERS 8.1.Our Warranties.We warrant that(i)We have validly entered into this Agreement and have the legal power to do so, (ii)We will not transmit Malicious Code to You, provided it is not a breach of this subpart(iii)if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code.