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under the Acts for any records which would constitute Confidential unauthorized or unlawful processing or accidental loss, destruction
<br /> Information and to the extent allowed by law, Customer shall apply or damage in relation to the personal data and personal information
<br /> exceptions to disclosure of the Confidential Information that are and the nature of the personal data and personal information being
<br /> applicable under the Acts. If a suit is filed by a member of the public with protected. (v) All personal data shall be encrypted at rest and in
<br /> respect to any such request, Customer will cooperate in any action to transit with controlled access. Unless otherwise stipulated, Superion
<br /> intervene filed by Superion. Notwithstanding any provision in this is responsible for encryption of the personal data. Unless otherwise
<br /> Agreement to the contrary, Superion will indemnify and hold harmless stipulated, Superion shall encrypt all non-public data at rest and in
<br /> Customer for any and all costs and attorneys' fees awarded to a prevailing transit; and (vi) The service provider shall not use any information
<br /> plaintiff arising out of or related to a suit which result from Customer's collected in connection with the service issued from this proposal for
<br /> actions, taken at Superion's request, in compliance with this provision in any purpose other than fulfilling the service. If necessary, the parties
<br /> protecting the Confidential information from public disclosure. will cooperate to document these measures taken.
<br /> 5.2. Security. 5.4. SG Solution Details. The SG Solution Details are trade secrets
<br /> and proprietary property of Superion or its licensors, having great
<br /> (a) Superion will implement commercially reasonable commercial value to Superion or its licensors. Title to all SG
<br /> administrative, technical and physical safeguards designed to: (i) ensure Solution Details and all related intellectual property and other
<br /> th ? security and confidentiality of Customer Data; and (ii) protect against ownership rights shall be and remain exclusively with Superion or its
<br /> an anticipated threats or hazards to the security or integrity of licensors, even with respect to such items that were created by
<br /> Customer Data; and (iii) protect against unauthorized access to or use of Superion specifically `or or on behalf of Customer. Superion and its
<br /> Customer Data. Superion will review and test such safeguards on no less Affiliates may fr ely use Feedback without attribution or the need
<br /> th.. tan annual basis.
<br /> for Superion, its Affi':ates or any third party to pay Customer or
<br /> (b) If Customer makes the Solution or data maintained by the any third part" any royalties or other fees of any kind. This
<br /> Solution accessible through the Internet or other networked Agreement is nut an agreement of sale, and no intellectual property
<br /> et vironmen.. . Customer shall be solely responsible for all aspects of or other ownership rights to any SG Solution Details are transferred
<br /> Internet use, and shall maintain, in connection with the operation or use to Customer by virt ae of this Agreement. All copies of SG Solution
<br /> of the Solution, adequate technical and procedural access controls and Details in Customer's possession shall be deemed to be on loan to
<br /> system secur requirements and devices, necessary for data privacy, Customer during the term of this Agreement.
<br /> confidentiari: 1, integrity, authorization, authentication and non- 5.5. Use Restrictions. Except co the extent specifically authorized
<br /> repudiation c id virus detection and eradication. by this Agreement, Customer shill not, shall not attempt to, and shall
<br /> (c) To he extent that Third-Party Users are permitted to have not permit any other Person under its reasonable control to: (a) use
<br /> access to the Solution, Customer shall maintain agreements with such any SG Solution Detail for any purpose, at any location or in any
<br /> Third Party Users that adequately protect the confidentiality and ' manner not prohibited by this Agreement; (b) make or retain any
<br /> intellectual property rights of Superion in the Solution and Copy of any SG Solution Detail; (c) create or recreate the source code
<br /> Documentation, and disclaim any liability or responsibility of Superion for t: se Solution, or re-engineer, reverse engineer, decompile or
<br /> with respect to such Third Party Users. : disassemble the Solution except to the extent specifically permitted
<br /> by applicable law; (d) modify, adapt, translate or create derivative
<br /> 5.3. Personal Data. If Superion processes or otherwise has access to work s based upon the Solution or Documentation, or combine or
<br /> any personal data or personal information on Customer's behalf when merge any part of the Solution or Documentation with or into any
<br /> performing Superion's obligations under this Agreement, then: (i) other software or documentation except to the extent specifically
<br /> Customer shall be the data controller (where "data controller" means permitted by applicable law; (e) refer to, disclose or otherwise use
<br /> an entity which alone or jointly with others determines purposes for any SG Solution Detail as part of any effort either (i) to develop a
<br /> which and the manner in which any personal data are, or are to be, program having any functional attributes, visual expressions or other
<br /> processed) and Superion shall be a data processor (where "data features similar to those of the Solution or (ii) to compete with
<br /> processor" means an entity which processes the data only on behalf of Superion; (f) remove, erase or tamper with any copyright or other
<br /> the data controller and not for any purposes of its own); (ii) Customer proprietary notice printed or stamped on, affixed to, or encoded or
<br /> shall ensure that it has obtained all necessary consents and it is entitled recorded in any SG Solution Detail, or fail to preserve all copyright
<br /> to transfer the relevant personal data or personal information to and other proprietary notices in any Copy of any SG Solution Detail
<br /> Superion so that Superion may lawfully use, process and transfer the made by Customer; (g) sell, market, license, sublicense, distribute or
<br /> personal data and personal information in accordance with this otherwise grant to any Person, including any outsourcer, vendor, sub-
<br /> Agreemeni. on Customer's behalf; and (iii) Superion shall process the contractor, consultant or partner, any right to use any SG Solution
<br /> personal data and personal information only in accordance with any Detail or allow such other Person to use or have access to any SG
<br /> lawful and reasonable instructions given by Customer from time to time
<br /> Solution Detail, whether on Customer's behalf or otherwise; or (h)
<br /> as set out in and in accordance with the terms of th s Agreement; (iv) use the Solution to conduct any type of application service
<br /> each party shall take appropriate technical and organiz rtional measures provider, service bureau or time-sharing operation or to provide
<br /> against unauthorized or unlawful processing of the p r,onal data and remote processing, network processing, network
<br /> personal information or its accidental loss, destruction o: damage so that, telecommunications or similar services to any Person, whether on a
<br /> having regard to the state of technological development and the cost of fee basis or otherwise.
<br /> implementing any measures, the measures taken ensure a level of
<br /> security appropriate to the harm that might result from such 5.6. Notice and Remedy of Breaches. Each party shall
<br /> ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT — EXHIBITS 1 THRU 6
<br /> REV: 09-27-17 PR
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