Finance Committee - Agenda - 5/18/2022 - P220
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15.
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Party who have a need to know such information to support such purpose (“Representatives”). Each Party will procure that
any of its Representatives to whom Confidential Information is disclosed are bound by contractual obligations equivalent
to those in this Clause 14.1. Notwithstanding the foregoing, the Receiving Party shall remain liable for the acts or omissions
of its Representatives. Confidential Information will be protected using a reasonable degree of care to prevent unauthorised
use or disclosure for five (5) years from the date of receipt or (if longer) for such period as the information remains
confidential. These obligations do not cover information that: (i) was known or becomes known to the Receiving Party on
a non-confidential basis from a third party, provided that: (a) the Receiving Party has no knowledge that the third party is
subject to a confidentiality agreement with the Disclosing Party in respect of the information; and (b) such information is
not of a type or character that a reasonable person would have regarded it as confidential; (ii) is independently
developed by the Receiving Party without violating the Disclosing Party’s rights; (iii) is or becomes publicly known other
than through disclosure by the Receiving Party or one if its Representatives in breach of this Agreement; or (iv) was lawfully
in the possession of the Receiving Party before the information was disclosed by the Disclosing Party. A party may disclose
Confidential Information to the extent disclosure is required by law or a governmental agency provided that, to the extent
it is lawful to do so, the Receiving Party notifies the Disclosing Party of the request giving it reasonable opportunity to
respond, and cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure at the
Disclosing Party’s expense, and except for making such required disclosure, such information will otherwise continue to be
Confidential Information. On termination of the Agreement, each Party will promptly return or destroy all Confidential
Information of the other Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information
as required by law; provided that, it uses commercially reasonable efforts to limit the disclosure to the minimum amount
of Confidential Information in order to satisfy the legal requirement; provided, further, that such legal requirement shall
not obscure the Disclosing Party’s rights to seek a prospective order or equivalent, at law or in equity, in order to protect
its Confidential Information.
DATA PROTECTION
15.1. The Parties acknowledge that the Offering may be used to process Personal Data regulated by the Data Privacy Laws and the
16.
16.1.
16.2.
16.3.
Parties shall comply with the data processing requirements as set out in Appendix 2.
GENERAL PROVISIONS
Entire Agreement; Integration.
16.1.1. This Agreement, the appendices and any documents referenced herein, represent the entire agreement between
the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of
every kind and nature between the Parties and excludes, without limitation, any terms appearing on a purchase
order, invoice or other Customer paperwork or any other terms (in each case whether by way of conduct or
otherwise). No modification of this Agreement will be effective unless in writing and signed by both Parties. Each
Party acknowledges and agrees that, in connection with the Agreement, it has not been induced to enter into the
Agreement in reliance upon, and does not have any remedy in respect of, any representation or other promise of
any nature other than as expressly set out in this Agreement. Each Party signing this Agreement acknowledges that
it has had the opportunity to review this Agreement with legal counsel of its choice and there will be no
presumption that ambiguities will be construed or interpreted against the drafter.
16.1.2. Unless otherwise specifically agreed to in a writing signed by each of the Parties, in the event of any conflict or
inconsistency between this Agreement, an appendix hereto, any Product Order Form issued hereunder, and or any
document incorporated by reference, the order of precedence of the documents from highest to lowest is the
Product Order Form, this Agreement, any appendix hereto and the documents incorporated by reference.
Severability. The illegality or unenforceability of any provision of this Agreement will not affect the validity and
enforceability of any legal and enforceable provisions hereof.
Force Majeure. Neither Party will be liable for any failure or delay in performing services or any other obligation under
this Agreement, nor for any damages suffered by the other or a Customer by reason of such failure or delay, which is,
indirectly or directly, caused by an event beyond such Party’s reasonable control, riots, natural catastrophes, terrorist
acts, governmental intervention, refusal of licences by any government or other government agency, or other acts of god
(each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been avoided by the non-
performing Party through commercially reasonable precautions and cannot be overcome by the non-performing Party
through commercially reasonable substitute services, alternate sources, workarounds or other means. During the
continuation of a Force Majeure Event, the non-performing Party will use commercially reasonable efforts to overcome
the Force Majeure Event and, to the extent it is able, continue to perform its obligations under the Agreement.
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