SalvageData Recovery Inc ("Vendor"), agrees, on its own behalf and on behalf of any agents it utilizes to perform SalvageData's responsibilities under this Agreement, that the materials and information which Customer provides to SalvageData or to which SalvageData gains access in the course of performing its responsibilities hereunder including, but not limited to, materials and information relating to software, hardware, technical and systems profiles, documents, records, programs, systems, data, disks, ideas, concepts, theories, designs, approaches, improvements, techniques, methodologies, methods, processes, formulae, procedures, ledgers, files, communications, technical requirements, names, addresses and other identifiers of individuals and business entities, financial information, insurance, and other know-how or information relating to Customer (collectively "Customer Information"), as between the Parties, are the property of Customer, and shall be used and viewed by SalvageData only within the scope of its rights and responsibilities under this Agreement, and shall not be otherwise disclosed to third parties by SalvageData or any of its agents without Customer's prior written approval.
The confidentiality obligations set forth in this Section shall not apply to information and materials: (1) that are or subsequently become publicly available without SalvageData's breach of any duties it owes to Customer or the breach of any confidentiality obligations of any of SalvageData's agents or affiliates which are owed to Customer; (2) was know to SalvageData prior to Customer's disclosure to SalvageData, other than any information or materials obtained from any of SalvageData's agents or affiliates which are either subject to confidentiality obligations in favor of Customer from such agents or affiliates of SalvageData or fail to fall with the exception categories (1), (2), (3), (4), or (5) described herein; (3) become known to SalvageData from a source other than Customer, other than by the breach of an obligation of confidentiality owed to Customer; (4) is independently developed by SalvageData without reference to or use of Customer Information; or (5) when client information is found to contain illegal data such as child pornography defined as Ša visual depiction of a minor (child younger than 18) engaged in sexually explicit conduct (18 U.S.C. 2256) or information that is detrimental to national security.
SalvageData agrees to use Customer Information only to provide services hereunder and not to use such information for any other purpose.
SalvageData agrees to implement and maintain reasonable and customary security measures to safeguard Customer Information. Such measures shall include, but not be limited to, requiring employees who will have access to such information to agree to the confidentiality requirements of this Section.
Business entities, government entities and organizations whose data is successfully recovered by SalvageData may be asked to provide SalvageData the right to use for promotional purposes their respective copyright protected logos and/or names. If any such business entity, government entity or organization does not wish to allow SalvageData use their respective copyright protected logo and/or name for promotional purposes, SalvageData will remove the copyright protected logo and/or name immediately upon request.
Parties acknowledge and agree that it may be necessary for Customer to share Customer Information with SalvageData in order for SalvageData to meet its obligations under this Agreement. With respect to the sharing, use, and protection of Customer Information, SalvageData agrees to the following:
To hold in strict confidence Customer Information obtained from Customer during this Agreement. Not to disclose Customer Information, in any form or medium, to any affiliated or non-affiliated person, firm or corporation except as necessary to perform services under this Agreement or as may be required by law. To the extent that SalvageData contracts with a third party that obtains Customer Information in order to provide services under this Agreement, SalvageData agrees to obtain contractual confidentiality protections to require the third party to hold Customer Information in strict confidence and not disclose it to any person unless required by law. SalvageData agrees to return all Customer Information to Customer either upon request or termination of this Agreement. SalvageData agrees to comply with applicable privacy laws and regulations including, but not limited to, the Gramm-Leach-Bliley Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A. 6801, as amended to comply with applicable changes in such laws and regulations as these occur and become effective.
This Agreement is intended by the Parties to be the final expression of their agreement, and it constitutes the full and entire understanding between the Parties with respect to the subject hereof. This Agreement may be amended only by a writing signed by the Parties.
The construction, interpretation and enforcement of this Agreement shall be governed by the substantive contract law of the State of Virginia without regards to its conflict of law provisions.
Should any part, term, or provision of this Agreement be declared invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof shall remain in full force and effect and shall no way be invalidated, impaired, or affected thereby.NO WARRANTIES; DISCLAIMER OF ALL WARRANTIES:
SALVAGEDATA MAKES AND CUSTOMERS RECEIVE NO WARRANTIES OR CONDITIONS FOR ANY GOOD OR SERVICE, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH CUSTOMER, AND SALVAGEDATA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.