Data Security and Our Policy
OPERATING PROVISIONS
1.
Conditional Agreement
1.
This Agreement is conditional on the Parties having the full and
unqualified rights to share the Data. Unless otherwise agreed, the
Parties are not bound by this Agreement until evidence of the sharing
Party’s full and unqualified rights to share the data is made available to
the other Party.
2.
If a sharing Party loses full and unqualified rights to share the Data
during the term of this Agreement, they must immediately inform the
other Party. The sharing Party agrees to indemnify the other Party for
any losses incurred resulting from their failure to secure and maintain
full and unqualified rights to share the Data.
2.
Project Description
1.
The Parties represent and acknowledge that they are engaged in
(Project).
2.
The primary objective of the Project is to (Objective).
3.
The Parties require access and authority to use the Data outlined in
Clause 2 and Schedule 1 of the Agreement in order to achieve the
Objective. The Data will assist in achieving the Objective by .
3.
Data
1.
“Data” refers to . A comprehensive description of the data is attached in
Schedule 1 – Data Specification.
2.
The scope of this Agreement is limited to the data described in
Schedule 1 – Data Specification. For the avoidance of doubt, this
Agreement does not cover access to and use of data not listed in
Schedule 1, including data that might otherwise be related to the
Project.
3.
The Parties represent and undertake that they have full and unqualified
rights to share the Data. The Parties further represent and undertake
that they will maintain full and unqualified rights to share the Data
throughout the Term of this Agreement.
4.
The Parties represent and acknowledge that the Data is to be shared
and used exclusively for the purposes outlined in this Agreement.
Distribution and use of the Data not covered in the terms of this
agreement will amount to improper and actionable use of the injured
party’s data.
4.
Term
The Parties agree to share the from to (Term). Either Party may terminate thisAgreement by notifying the other Party in writing with notice.
5.
Access
The Parties agree to do all things necessary to make the Data available and accessible to all Parties listed in Schedule 2 – Access List. Unless otherwise
agreed, the Data will be accessible to all persons listed in Schedule 2.
6.
Permitted Use
1.
The Data may only be used for the purpose of facilitating the Project.
The Parties may not use the Data for any project or purpose unrelated
to the Project as specified in Clause 1. For the avoidance of doubt,
permitted use of the Data is outlined in detail in Schedule 1.
2.
The Parties must dispose of shared Data as soon as reasonably
possible after the termination of this Agreement. The Parties may store
the Data for a maximum of after the termination of this Agreement.
7.
Intellectual Property
1.
Nothing in this agreement affects the ownership of intellectual property
rights created before the Commencement Date.
2.
Intellectual Property created in the course of this Agreement will be
governed by a separate Agreement by the Parties.
8.
Confidentiality
1.
The Parties acknowledge and agree that all shared Data is private and
confidential. The Parties agree to take reasonable steps to ensure only
persons listed in Schedule 2 – Access List have access to the Data.
2.
The Parties acknowledge and agree that all shared Data will remain
confidential even after the completion of the Term.
3.
For the avoidance of doubt, the terms of this clause survive the
termination of this Agreement.
9.
Data Breach Management
1.
Any unauthorised access to the Data will constitute a data breach
(Data Breach) for the purposes of this Agreement. A Data Breach will include but not be limited to:
1.
Exposure of Data to the public due to a security breach of any
form, such as malware attacks, viruses, third-party hacking or
phishing,
2.
Data loss due to security breaches,
3.
Unauthorised Data modification by third parties,
4.
Negligent data exposure, loss or modification.
2.
In the event of a Data Breach, the affected Party must immediately
inform the other Party of the Breach, as well as the steps taken to
remedy the Breach.
3.
The Parties reserve all rights in respect of any damage or losses
arising out of a negligent Data Breach by either of the Parties to this
Agreement.
10.
Governing Law
This Agreement will be construed in accordance with and governed by the
laws of . Each party submits to the non-exclusive jurisdiction of the courts of
there in connection with matters concerning this Agreement.
11.
Severance
If any provision of this Agreement is wholly or partly invalid, unenforceable, illegal, void or voidable, this Agreement must be construed as if that provision or part of a provision had been severed from this Agreement and the parties remain bound by all of the provisions and part provisions remaining after
severance.
12.
Dispute Resolution
1.
The parties shall endeavour to settle any dispute arising out of or
relating to this agreement, including with regard to its existence, validity
or termination, by mediation administered by the before having
recourse to arbitration or litigation.
2.
The mediation shall be conducted in accordance with the rules or
guidelines for commercial mediation operating at the time the matter is
referred to (Guidelines).
3.
The terms of the Guidelines are hereby deemed incorporated into this
Agreement.
4.
This clause shall survive termination of this Agreement.