| 4ad2863ca7991c19… | When the Receiving Party no longer has a valid basis to retain Confidential Information, it must return or destroy that information as previously specified so that unnecessary retention ends once the legal or contractual justification ceases. | active | contextual | yes | |
| 8255f908cb741585… | Any Confidential Information that a Receiving Party retains to comply with this Agreement or applicable law must remain protected under the agreement for as long as the Receiving Party possesses or controls that information so that retained data continues to receive confidentiality safeguards. | active | contextual | yes | |
| a18cde23700fdc21… | The Software Warranty does not apply to Solutions, limiting the scope of that warranty to the Production Solution rather than all solutions generally. | active | contextual | yes | |
| 92551c74f472cc70… | Non-conformities and errors that arise during professional service delivery are considered a normal part of the process and do not constitute a breach of Zeroth’s professional services warranty. | active | contextual | yes | |
| 78450c4c1ea4f7c1… | The parties acknowledge that non-conformities and errors may arise during the rendering of professional services as part of the service delivery process. | active | contextual | yes | |
| 3a5caef3dfb16fe9… | The parties acknowledge that professional services are inherently iterative because they involve a dynamic process of development, testing, and refinement. | active | contextual | yes | |
| 2d9321b9fcbcec57… | Zeroth warrants that it performs industry-standard security scanning of the software for viruses or malicious code before making the software publicly available. | active | contextual | yes | |
| ee3521974efda85a… | Zeroth warrants that it will provide professional services in a manner consistent with general industry standards reasonably applicable to those services. | active | contextual | yes | |
| ae4c2343a4a75085… | Zeroth warrants that the Production Solution will perform substantially in accordance with the documentation during normal use and circumstances, and this commitment is defined as the Software Warranty. | active | contextual | yes | |
| f7f832b50568dbcd… | Each party warrants that executing and performing the agreement will not conflict with other agreements binding on it and will not violate applicable laws. | active | contextual | yes | |
| 65ce41162734a966… | Each party warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization. | active | contextual | yes | |
| beda9f934410c386… | Appropriate customer data security measures may include regularly assessing and evaluating the effectiveness of the technical and organizational measures that a party has adopted. | active | contextual | yes | |
| 875235776d588e4f… | Appropriate customer data security measures may include restoring availability of and access to customer data in a timely manner after an incident. | active | contextual | yes | |
| 9c394b5ed5e94667… | Appropriate customer data security measures may include ensuring the confidentiality, integrity, availability, and resilience of the party’s systems and services. | active | contextual | yes | |
| 50564a0e06f03db8… | Appropriate customer data security measures may include pseudonymization and encryption of customer data when such controls are suitable to the risks and implementation context. | active | contextual | yes | |
| 14b47a62aa80a2bd… | Required customer data security measures must be appropriate to the potential harm, the nature of the protected data, the state of technological development, and the cost of implementing the measures. | active | contextual | yes | |
| b35c372e275ad5c8… | Each party must maintain appropriate technical and organizational measures, reviewed and approved by the other party, to protect customer data against unauthorized or unlawful processing and against accidental loss, destruction, or damage. | active | contextual | yes | |
| 58401d94e4cf073d… | In addition to other legal remedies, the non-breaching party may seek immediate injunctive or other equitable relief when the other party or its employees or agents breach the confidentiality section. | active | contextual | yes | |
| b0a3702499e5b5d0… | Each party acknowledges that an actual or threatened breach of the confidentiality section would cause irreparable harm to the non-breaching party under circumstances where the extent of harm would be difficult to determine. | active | contextual | yes | |
| 8e846e2fbd949f48… | When the receiving party no longer has a valid basis to retain confidential information, it must return or destroy that information as previously specified so that unnecessary retention ends once the legal or contractual need ceases. | active | contextual | yes | |
| 99b1062f12767e13… | A receiving party may retain confidential information only as needed to comply with the agreement or applicable law or regulation, and any retained information remains protected under the confidentiality terms for as long as it stays in the receiving party’s possession or control. | active | contextual | yes | |
| 7e82912e92a92ffe… | The document indicates that Section 9 is titled Security, establishing the next subject area following Section 8 on Confidentiality. | active | contextual | yes | |
| d48db32be74ffcae… | In addition to any other legally available remedies, the non-breaching party has the right to seek immediate injunctive or other equitable relief if the other party or its employees or agents breach Section 8 on confidentiality. | active | contextual | yes | |
| 246324de9905e7c7… | Each party acknowledges that an actual or threatened breach of Section 8 on confidentiality would cause irreparable harm to the non-breaching party and that the extent of that harm would be difficult to determine. | active | contextual | yes | |
| af845f65ac406fb0… | When the Receiving Party no longer has a valid basis to retain Confidential Information under an exception, it must then return or destroy that information in accordance with the agreement’s return-or-destruction requirements. | active | contextual | yes | |
| 90ab060312d45127… | Any Confidential Information retained under the allowed retention exceptions remains subject to the agreement’s confidentiality protections for as long as the Receiving Party possesses or controls that information. | active | contextual | yes | |
| fd90debfea36cb0b… | The Receiving Party may retain Confidential Information that is stored in ordinary-course electronic archives or backups, required by law to be maintained, or reasonably necessary to demonstrate compliance with the agreement or applicable law to the Disclosing Party or a regulatory authority. | active | contextual | yes | |
| 5973a273d0bf5738… | When disclosure of Confidential Information is required by law or legal order, the Receiving Party must give prior written notice to the Disclosing Party and cooperate, at the Disclosing Party’s reasonable request and expense, in lawful efforts to contest or limit the disclosure. | active | contextual | yes | |
| 503afe1dc2f4b2b9… | The Receiving Party may disclose the Disclosing Party’s Confidential Information when the disclosure is approved in writing by the Disclosing Party, necessary to enforce rights under the agreement in a legal proceeding, or required by law or court or administrative order. | active | contextual | yes | |
| ddf36356e94e08b3… | The Receiving Party’s confidentiality obligations under Section 8.1 terminate for specific information when it can document that the information was already lawfully known, rightfully disclosed by an unrestricted third party, became public without the Receiving Party’s fault, or was independently developed without using the Disclosing Party’s Confidential Information. | active | contextual | yes | |
| 27a9ebc200db29cc… | The Receiving Party must protect the Disclosing Party’s Confidential Information against unauthorized use, access, or disclosure using protections equivalent to those applied to its own similar confidential information and in all cases with at least reasonable care so that confidentiality is maintained. | active | contextual | yes | |
| ce5a73004ca5a976… | The document indicates that Section 9 is titled Security, establishing Security as the next contractual section following the confidentiality provisions. | active | contextual | yes | |
| d02d2a7eaa503269… | In addition to any other legally available remedies, the non-breaching party has the right to seek immediate injunctive or other equitable relief when the other party or its employees or agents breach Section 8 on Confidentiality so that confidentiality violations can be promptly restrained. | active | contextual | yes | |
| ae3f98a00e26a39a… | Each party acknowledges that an actual or threatened breach of Section 8 on Confidentiality would cause irreparable harm to the non-breaching party and that the extent of that harm would be difficult to determine, establishing the basis for equitable relief. | active | contextual | yes | |
| 31d2440f6a2910f8… | When the Receiving Party’s basis for retaining Confidential Information no longer exists, the Receiving Party must then return or destroy that information in accordance with the Agreement’s return-or-destruction requirements so that retention does not continue beyond its justification. | active | contextual | yes | |
| 078a5b3fd5aa9c52… | The Receiving Party may retain Confidential Information in ordinary-course electronic archives and backups, when required by law, or when reasonably necessary to demonstrate compliance with the Agreement or applicable law, provided the retained information remains subject to the Agreement’s confidentiality protections while retained. | active | contextual | yes | |
| 9d3f9f784173ac90… | Except where the Agreement expressly provides otherwise, the Receiving Party must promptly return or destroy all Confidential Information in its possession or control and permanently erase all electronic copies upon the Disclosing Party’s written request so that retained confidential material is eliminated. | active | contextual | yes | |
| 46a60375e5fb6808… | The Receiving Party may disclose the Disclosing Party’s Confidential Information when the disclosure is approved in writing, necessary to enforce rights under the Agreement in a legal proceeding, or required by law or court order, subject to notice and cooperation duties for compelled disclosure. | active | contextual | yes | |
| a886c904fe53d1fd… | The Receiving Party’s confidentiality obligations under Section 8.1 terminate for specific information when it can document that the information was already lawfully known, properly disclosed by an authorized third party, publicly available without its fault, or independently developed without using the Disclosing Party’s Confidential Information. | active | contextual | yes | |
| 4128409c53777f6e… | The Receiving Party must protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using protections at least equal to those it applies to its own similar confidential information and never less than reasonable care so that confidentiality is preserved. | active | contextual | yes | |
| 8da615521154c1b1… | The document indicates that Section 9 is titled Security, establishing the next section heading after the confidentiality provisions. | active | contextual | yes | |
| 9f2e59dc1b13e502… | In addition to any other legal remedies, the non-breaching party has the right to seek immediate injunctive or other equitable relief when the other party or its employees or agents breach Section 8. | active | contextual | yes | |
| bfa81f1e2a1b79b5… | Each party acknowledges that an actual or threatened breach of the confidentiality section would cause irreparable harm to the non-breaching party and that the extent of that harm would be difficult to ascertain. | active | contextual | yes | |
| 4c914adf47b534a8… | When the Receiving Party’s basis for retaining Confidential Information no longer exists, the Receiving Party must then return or destroy that information in accordance with the return-or-destruction requirements. | active | contextual | yes | |
| 976de80d999a8e9e… | Any Confidential Information retained under the stated exceptions remains subject to the Agreement’s confidentiality protections for as long as the Receiving Party possesses or controls that information. | active | contextual | yes | |
| 52b98fe29d72f452… | The Receiving Party may retain Confidential Information that it reasonably determines is necessary to demonstrate compliance with the Agreement or any applicable law or regulation to the Disclosing Party or a regulatory authority. | active | contextual | yes | |
| efbf4464dfdd84b5… | The Receiving Party may retain Confidential Information when the Receiving Party is required by law to maintain that information. | active | contextual | yes | |
| 981c882f77bffff7… | The Receiving Party may retain Confidential Information that is contained in electronic archives and backups made in the ordinary course of business even after a return-or-destruction request. | active | contextual | yes | |
| 1658307133dd0037… | Except where the Agreement expressly provides otherwise, the Receiving Party must promptly return or destroy all Confidential Information in its possession or control and permanently erase all electronic copies upon the Disclosing Party’s written request. | active | contextual | yes | |
| 6472f5186e8bd840… | The Receiving Party may disclose the Disclosing Party’s Confidential Information when disclosure is legally required by law or court or administrative order, provided it gives prior written notice and cooperates at the Disclosing Party’s reasonable request and expense to contest or limit the disclosure. | active | contextual | yes | |