6. Confidentiality

6.1 Each Party shall, except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in these Conditions:

  • 6.1.1 treat the other Party’s Confidential Information as confidential and safeguard it accordingly;
  • 6.1.2 not disclose any Confidential Information belonging to the other Party to any other person or use the other’s Confidential Information for any purpose other than for the purpose of this Agreement without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of these Conditions and such persons comply with the obligations in this clause 6;
  • 6.1.3 hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the purposes of the Agreement;
  • 6.1.4 shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, sub-contractors or agents in violation of these Conditions or used for any purpose other than the performance of its obligations hereunder, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.

6.2 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party without the participation and/or knowledge of a party hereto.

6.3 Subject to the Customer’s prior written permission (which shall not be unreasonably withheld), Adstream may (a) issue press releases regarding the selection of Adstream as a provider of the Service and, for this purpose, Adstream may include the Customer’s logo and/or name in any such releases and/or on Adstream’s website; (b) include details of the Customer’s Service offering as a case study and/or client reference when marketing to other clients and prospects and for participating in trade industry events or awards.

6.4 Adstream may only disclose the Customer’s Confidential Information to Adstream employees who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such employees are aware of and shall comply with these obligations as to confidentiality.

6.5 The Parties shall not, and shall procure that the Party’s employees do not, use any of the other Party’s Confidential Information received otherwise than for the purposes of these Conditions.

6.6 The provisions of clauses 6.1 shall not apply to the extent that:

  • 6.6.1 such disclosure is a requirement of Law placed upon the Party making the disclosure;
  • 6.6.2 such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;
  • 6.6.3 such information was obtained from a third party without obligation of confidentiality;
  • 6.6.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of these Conditions; or
  • 6.6.5 it is independently developed without access to the other Party’s Confidential Information.

6.7 In the event that either Party fails to comply with clauses 6.1 to clause 6.6, the other Party reserves the right to terminate these Conditions with immediate effect by notice in writing

Contents{/a}
Definitions{/a}
1. Interpretation{/a}
2. Overriding Provisions{/a}
3. Access to the Services{/a}
4. Payment of Charges, VAT & Withholding Taxes{/a}
5. Warranties{/a}
6. Confidentiality{/a}
7. Customer Data and Information Security{/a}
8. Intellectual Property{/a}
9. Term And Termination{/a}
10. Consequences of Termination and Expiry{/a}
11. Acknowledgements, Liability and Indemnities{/a}
12. Force Majeure{/a}
13. Data Protection{/a}
14. Transfer and Sub-Contracting{/a}
15. The Contracts (Rights of Third Parties) Act 1999{/a}
16. Dispute Resolution{/a}
17. Waiver and Severability{/a}
18. Previous Terms and Conditions{/a}
19. Entire Agreement and Variation{/a}
20. Notices{/a}
21. Youtube{/a}
22. Law and Jurisdiction{/a}

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