Customer Data Definition and IP Rights

Customer Data Definition and IP Rights

Each party shall comply with Attachment __ (Data Management, Privacy, and Security). As used in Attachment __ and elsewhere in this Agreement, “Customer Data” means all information processed or stored through the System by Customer or on Customer’s behalf. Customer Data includes, without limitation, information provided by Customer’s customers, employees, and other users and by other third parties, other information generated through use of the System by or on Customer’s behalf, and copies of all such information rendered onto paper or other non-electronic media. Provider recognizes and agrees that Customer Data may contain Personal Information (as defined below), even if the presence of such information is not disclosed and even if such information is not labeled or otherwise identified. (“Personal Information ” means information that identifies, relates to, describes, is reasonably capable of being associated with, could reasonably be used to infer information about, or could reasonably be linked, directly or indirectly, with an individual person or household.)

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Data Management, Privacy, and Security

A. Data Ownership and License. Provider recognizes and agrees that Customer possesses and retains all right, title, and interest in and to Customer Data, and Provider’s use and possession thereof is solely on Customer’s behalf. Provider further recognizes and agrees that: (1) Customer Data is valuable property of Customer; (2) Customer Data includes Customer’s trade secrets; (3) Customer Data is an original compilation pursuant to the copyright law of the United States and other jurisdictions; and (4) Customer has dedicated substantial resources to collecting, managing, and compiling Customer Data. Customer hereby grants Provider a limited license to reproduce and otherwise manage Customer Data during the Term solely as specifically authorized below in this Attachment __.

B. Excluded Data. Customer warrants that (1) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Provider or its computers or other media and, (2) to the best of its knowledge, Customer Data does not and will not include Excluded Data. Customer shall inform Provider of any Excluded Data within Customer Data promptly after discovery (without limiting Provider’s rights or remedies). Customer recognizes and agrees that: (a) the provisions below of this Attachment __ do not apply to Excluded Data; (b) Provider has no liability for any failure to provide protections in the Excluded Data Laws (as defined below) or otherwise to protect Excluded Data; and (c) Provider’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Provider is not responsible or liable for any Data Incident (as defined __) or other loss to the extent that it involves Excluded Data. (“Excluded Data” means ____________________. “Excluded Data Laws” means any law or regulation governing Excluded Data, including without limitation any law or regulation protecting privacy or security rights of Excluded Data subjects, as well as the following statutes and regulations: ____________.)