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Definitions

The supplier is Ad On Group

The Customer is the Company that has engaged Ad On Group services for the provision and ongoing supply of the products in term 1 and from time to time other products

The service is the package that the supplier provides the customer. This package may require the customer to provide the supplier with their customer information.

1. Confidential Information

Confidentiality Obligations

1.1 Each party must:

  1. take all action reasonably necessary to maintain the confidentiality of the other party’s Confidential Information, including establishing and maintaining effective measures to safeguard that other party’s Confidential Information against theft, loss or unauthorised access, disclosure, reproduction or use;
  2. not disclose the other party’s Confidential Information to any person except as permitted under clause 1.2;
  3. not use, disclose or reproduce the other party’s Confidential Information for any purpose other than for the purposes of this agreement;
  4. notify the other party of any potential, suspected or actual unauthorised access, use reproduction or use of the Confidential Information that comes to its attention; and
  5. co-operate with the other party in any action that the other party may take to protect the confidentiality of its Confidential Information under this agreement.

Permitted Disclosures

1.2 A party may disclose the other party’s Confidential Information:

  1. to its directors, officers, agents, employees and related bodies corporate (and their directors, officers, agents, employees ) on a ‘need-to-know’ basis, provided that the party takes reasonable steps to ensure that they are aware of the confidential nature of the Confidential Information before disclosure is made;
  2. to any person with the other party’s prior written consent; or
  3. if required by law, any regulatory authority or the listing rules of any stock exchange where the party’s or a related body corporate's securities are listed or quoted.

Return of Confidential Information

1.3 Subject to clause 1.4 each party must upon the other party’s request, return or destroy (at the other party’s option) any of the other party’s Confidential Information in its or its representatives’ power, possession, custody or control.

1.4 Each party may retain:

  1. the Confidential Information to the extent and for the period in which it is required by that party for the purposes of performing its obligations or exercising its rights under this agreement; and
  2. one copy of the Confidential Information for the purposes of its quality assurance and record-keeping purposes provided it continues to comply with the obligations in this clause 8 in respect of such information.

Injunctive Relief

1.5 Each party acknowledges that monetary damages may not be a sufficient remedy for any breach of this clause 1 and each party is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the other party, in addition to any other remedies available at law or in equity.

Public announcements

1.6 The Supplier must not make any press or other public announcements or releases about or relating to this agreement, without the prior written approval of the customer on such terms and conditions as the customer deems fit.

2. Privacy

2.1 The Supplier must, with respect to any Personal Information provided to, or obtained or accessed by, the Supplier in the course of providing the Services or otherwise in connection with this agreement:

  1. comply with all applicable Privacy Laws (whether or not the Supplier is an organisation bound by the Privacy Act);
  2. choose to be treated as an organisation bound by the Privacy Act under section 6EA of the Privacy Act during the Contact Term if the Supplier is a small business operator under the Privacy Act;
  3. collect, store, use, disclose or otherwise deal with customer Information in accordance with the Privacy Act and as directed by the customer, except to the extent that compliance with the direction would cause the Supplier to breach a Privacy Law;
  4. only use customer Information to the extent necessary to provide the Services or as expressly permitted under this agreement;
  5. not disclose customer Information to any person except:
    1. to Supplier’s personnel, but only to the extent necessary to perform their duties of engagement for the purposes of providing the Services or as expressly permitted under this agreement;
  6. immediately notify the customer if the Supplier becomes aware of any breach or alleged breach of the Supplier’s obligations under this clause and comply with any reasonable direction from the customer with respect to remedying that breach;
  7. take all reasonable steps to ensure that the customer information is protected against misuse and loss, and from unauthorised access, modification or disclosure, including undertaking any training of Supplier’s personnel as may be required.

3. Data

3.1 To the extent that the Supplier deals with or has exposure to the customer and/or third party Data, the Supplier must comply with the customer’s information management procedures and safeguards enforced from time to time, including those concerning the security of the customer’s and / or third party Data.
3.2 The Supplier must establish and maintain safeguards against the destruction, loss or unauthorised access, transfer or alteration of the customer’s data that it has in its possession.
3.3 If loss, corruption or reduction in the accessibility or usability of the customer’s data is caused or contributed to by the Supplier, the Supplier must, at its own cost and expense, restore such data using best practice data restoration techniques.
3.4 The Customer hereby grants to the Supplier a non-exclusive, non-transferable license to use its Data for the sole purpose of performing the agreed work.
3.5 The Supplier must not, without customer’s prior consent, use or develop the customers Data or make the customers Data available to the Supplier’s personnel or other third parties except to the extent that Supplier’s personnel or third parties need customers Data for the purposes of providing the Services.
3.6 The Supplier must promptly return the customers Data or destroy it so that it is irretrievable;

  1. if required by the customer on a termination of the service; or

3.7 The Supplier must not:

  1. assert any lien or other right against or to the customers Data; or
  2. sell, lease, transfer, convert, dispose of, or otherwise commercialise or exploit the Data (including conducting any data mining or other data analysis activities).
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