2019-109A - Laserfiche WebLink

Home Browse Search

18.01 Ownership of IRC Data. All IRC Data is and shall remain the property of IRC and shall be deemed Confidential Information of IRC. National shall not possess or assert any lien or other right against or to the IRC Data. Without IRC's approval (in its sole discretion), the IRC Data shall not be (1) used by National or National Agents other than in connection with providing the Services, (2) disclosed, sold, assigned, leased or otherwise provided to third parties by National or National Agents unless required by law or (3) commercially exploited by or on behalf of National or National Agents. National hereby irrevocably assigns, transfers and conveys, and shall cause National Agents to assign, transfer and convey, to IRC without further consideration all of its and their right, title and interest in and to the IRC Data. Upon request by IRC, National shall execute and deliver, and shall cause National Agents to execute and deliver, any financing statements or other documents that may be necessary or desirable under any federal, state, or local Law to preserve, or enable IRC to enforce, its rights hereunder with respect to the IRC Data. 18.02 Data Security. National shall establish and maintain safeguards against the destruction, loss or alteration of the IRC Data in the possession or control of National (the "Data Safeguards") that shall be no less rigorous than those (1) required by applicable Federal, state, local or other Laws, (2) IRC data security policies in effect as of the Effective Date, (3) National's data security policies in effect as of the Effective Date at each Designated National Service Location. National shall revise and maintain the Data Safeguards at IRC's request. In the event National intends to implement a change to the Data Safeguards (including pursuant to IRC's request), National shall notify IRC and, upon IRC's approval, implement such change. 18.03 Privacy Requirements. National shall perform its obligations under this Agreement with respect to all IRC Perconally Identifiable Infomration ("PII") in compliance with all applicable Laws relating to the collection, dissemination, transfer and use of data, and the privacy and security of confidential, personal, sensitive or other protected data (collectively, "Privacy Laws") as applicable to National's use of, access to and custody of IRC PII. Without limiting the generality of the foregoing, certain Privacy Laws may require National to cause National Personnel with access to applicable IRC PII to execute confidentiality and non- disclosure agreements. National shall reasonably cooperate with IRC in connection with IRC's efforts to comply with applicable Privacy Laws. Nothing in this Agreement shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any Privacy Laws applicable to it in connection with this Agreement. The Parties acknowledge that IRC alone shall determine the purposes for which any IRC PII shall be processed in the performance, provision or receipt of the Services. IRC shall not provide National with access to IRC PII unless it is reasonably necessary for National to have access to such IRC PII in connection with performing the Services. 18.04 Notification of Breach. In the event National or National Agents discovers or is notified of a breach or potential breach of security relating to the IRC Data, National shall immediately (1) notify the IRC Project Manager of such breach or potential breach and (2) if the applicable IRC Data was in the possession of National or National Agents at the time of such breach or 27