include, or shall cease to include, as applicable,
information or materials that (a) were available to the
public on the Effective Date; (b) become available to
the public after the Effective Date, other than as a
result of violation of this Agreement by Receiving
Party; (c) were rightfully known by the Receiving Party
prior to its receipt thereof from the Disclosing Party;
(d) are or were disclosed by the Disclosing Party
generally without restriction on disclosure; (e) the
Receiving Party received from a third party without
that third party's breach of agreement or obligation
to the Disclosing Party; or (f) are independently
developed by the Receiving Party. The Parties
acknowledge and agree that the Agency and this
Agreement are subject to the provisions and
requirements of NH RSA Chapter 91-A (New
Hampshire’s _right-to-know jaw). Therefore,
determination of what document or information is
Confidential information shall be done in
conformance with said jaw.
2.2 Non-Disclosure. The Receiving Party shall not
disclose or use any Confidential Information of the
Disclosing Party for any purpose outside the scope of
this Agreement, except with the Disclosing Party's
prior written permission. For the avoidance of doubt,
Confidential Information may be shared with the
Receiving Party’s employees, contractors, agents,
sub-contractors, or consultants as required to
perform Receiving Party's obligations hereunder;
provided that, such individuals have agreed to be
bound by obligations of confidentiality that are at
least as restrictive as those contained in this Section
2. Each Party agrees to protect the confidentiality of
the Confidential information of the other Party in the
same manner that it protects the confidentiality of its
own proprietary and confidential information of like
kind, but in no event shall either Party exercise less
than reasonable care in protecting such Confidential
Information. !f the Receiving Party is compelled by a
Token Transit, Inc. CONFIDENTIAL
v. 02/18/2018
court of competent jurisdiction to disclose
Confidential Information of the Disclosing Party, it
shall provide the Disclosing Party with prior timely
notice of such compelled disclosure (to the extent
legally permitted) and reasonable assistance. Absent
the entry of a protective order, the Disclosing Party
shall disclose only such information as is necessary to
be disclosed in response to such subpoena, court
order, right-to-know request, or other similar
document.
Section 3 Rider Data.
3.1 Rider Data. The phrase “Rider Data” means
and refers to any data provided or inputted by or on
behalf of the Agency's Riders via the Service (é.g.,
through the TT App) for the sale or purchase of Digital
Fares from TT, which may include email address, full
name, cardholder information, credit cards or debit
card information and bank information of the Riders,
and any other data as described in TT’s privacy policy
for the TT App (as that privacy policy may be amended
from time to time). Agency agrees and acknowledges
that TT has a direct relationship with Agency's Riders
via the TT App through which it collects Rider Data
(along with similar data from riders of other transit
customers of TT), and accordingly, Rider Data is
owned and controlled by TT.
3.2 TT Obligations. TT shall:
(a) use the Rider Data in compliance with its privacy
policy (as it may be updated from time to time} and
applicable laws and regulations; (b) comply with
applicable Card Networks’ Operating Rules (i.e.,
applicable PCI standards, if any), as the same may be
amended from time to time; provided, however, that
Agency agrees and acknowledges that TT uses the
services of third party payment processors who, as
between TT and such third party, shall be solely
