We have developedthe world's first fully automated loan management software that is tailored for the Lending industry
1. CONFIDENTIALITY
1.1 “Confidential Information” means all non-public, confidential, personal or proprietary information disclosed by the Customer to the Supplier relating directly or indirectly to its activities or affairs (or the activities or affairs of any organization affiliated with it), whether in writing, or communicated orally or electronically, and including all information obtained by the Supplier through visual inspection of the assets of the Customer (including any documents prepared by the Supplier which contain or otherwise reflect or are generated from the information specified above).
1.2. Except as otherwise permitted in this Agreement, any Confidential Information which the Supplier now has or which may come into its possession in the course of this Agreement, will be kept confidential and will not, without the Customer’s prior written consent, be disclosed by the Supplier in any manner whatsoever, in whole or in part, and will not be used for any purpose other than to provide goods and/or services to the Customer and/or its authorized users. The Supplier may reveal or permit access to the Confidential Information only to its directors, employees, agents or subcontractors (together, “Representatives”) who need to know the Confidential Information, who must be advised of the confidential nature of the Confidential Information, who are directed by the Supplier to hold the Confidential Information in confidence and who agree to be bound by and to act in accordance with the terms and conditions of this Agreement.
1.3. The Supplier shall take all necessary precautions or measures to prevent improper access to, or use or disclosure of, the Confidential Information by its Representatives and shall be jointly and severally responsible for any breach of this Agreement by any of its Representatives.
1.4. The Supplier warrants that the Supplier has made no use or disclosure of any Confidential Information prior to the date of this Agreement, except as permitted by this Agreement.
1.5. Upon termination or expiration of this Agreement, the Supplier shall promptly, and in any event, within five (5) business days after such request from the Customer, return or, only at the written direction of the Customer, destroy all copies of the Confidential Information and other material if they contain any Confidential Information, and shall, only at the written direction of the Customer, delete all Confidential Information from all computer systems and databases. Any Confidential Information that is not returned or destroyed by the Supplier remains subject to the confidentiality obligations under this Agreement.
2. DATA PRIVACY AND INFORMATION SECURITY
2.1. Without limiting Supplier’s obligation of confidentiality as further described herein, Supplier shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; (c) protect against unauthorized disclosure, access to, or use of the Customer Data; (d) ensure the proper disposal of Customer Data; and, (e) ensure that all employees, agents, and subcontractors of Supplier, if any, comply with all of the foregoing. In no case shall the safeguards of Supplier’s data privacy and information security program be less stringent than the safeguards used by Customer.
2.2. Without limiting any other audit rights of Customer, Customer shall have the right to review Supplier’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, on an ongoing basis from time to time and without notice, Customer, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Supplier’s data privacy and information security program. In lieu of an on-site audit, upon request by Customer, Supplier agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by Customer regarding Supplier’s data privacy and information security program.
2.3. Supplier shall implement any required safeguards as identified by Customer or by any audit of Supplier’s data privacy and information security program.
2.4. Customer reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if Customer reasonably determines that Supplier fails or has failed to meet its obligations under this provision
3.1. Customer acknowledges that, in the course of performing the Services, Supplier may use software and related processes, instructions, methods, and techniques that have been previously developed by Supplier (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Supplier.
3.2. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.
23. NOTICES
4.1. Any notice, consent or approval required or permitted to be given in connection with this Agreement shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail.
4.2. Any Notice delivered or transmitted to a Party shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. If the Notice is delivered or transmitted after 5:00 p.m. local time or if the day is not a business day, then the Notice shall be deemed to have been given and received on the next business day.