TERMS AND CONDITIONS
Customer Data
The Parties acknowledge and agree that Cecil Cooper Foundation will not monitor the content of any data transmitted in connection with the customer’s use of our SaaS Services. All data owned by the customer is securely stored and held as confidential. Cecil Cooper Foundation will use commercially reasonable security technologies (including but not necessarily limited to encryption, password protection and firewall protection) in providing the SaaS Services. Customers shall have a period of sixty (60) days from the end of the Subscription Term to request, in writing, an export of any Customer data from Cecil Cooper Foundation. Thereafter, Cecil Cooper Foundation will delete and destroy all copies of data once the Subscription Term expires or is terminated.
Confidentiality
(a) The Parties acknowledge and agree that they each may come into contact with confidential or proprietary information of the other Party, including but not limited to, components or elements of the SaaS Services, business plans and information, client and customer data, sales and product plans and data (“Confidential Information”). Notwithstanding anything in this Agreement to the contrary, the term “Confidential Information” shall not include any information that: (i) is or becomes generally known to the public other than as a result of a disclosure in breach of this Agreement; (ii) is rightfully in the possession of a Party prior to disclosure by the other Party; (iii) is received by a Party in good faith and without restriction from a third party having the right to make such disclosure and not under a confidentiality obligation to the other Party; or (iv) is independently developed by a Party without reference to the Confidential Information of the other Party, which such development may be demonstrated by documentation. The Parties acknowledge that the disclosure or unauthorized use of Confidential Information may cause irreparable injury and damages may not be readily ascertainable. The Parties shall, therefore, be entitled to seek injunctive relief upon a disclosure or improper use, or threatened disclosure or improper use, of any Confidential Information in addition to such other remedies as may be available at law or in equity.
(b) Non-use and Non-disclosure. The Parties shall, at all times, both during the Term of this Agreement and thereafter so long as such information continues to meet the definition of Confidential Information, use commercially reasonable efforts to keep all Confidential Information of the other Party confidential and shall only disclose the other Party’s Confidential Information to those of its employees and permitted third parties as are necessary to fulfill such Party’s obligations under this Agreement. The Parties each further agree that they will not, directly or indirectly, disclose any of the other Party’s Confidential Information to any third party or use any of the other Party’s Confidential Information for any purpose other than in furtherance of this Agreement except as specifically permitted by this Agreement or with the other Party’s prior written consent. Each Party will only allow those its employees and contractors to access the Confidential Information of the other Party that have a need to know in order to properly perform its obligations or exercise its rights under this Agreement and who are bound by the confidentiality provisions herein.