| || to collect or develop GMs Information only with the understanding that Licensor will maintain its confidentiality and will otherwise comply with all provisions of this Agreement. Licensor acknowledges that GMs Information is being disclosed to Licensor for the sole purpose of permitting Licensor to perform the Services, and agrees that it will not use or disclose GMs Information for any other purpose. In addition, Licensor agrees that, except as may be required by law, it will not disclose, disseminate or otherwise make available GMs Information to anyone, other than to those employees who have a need to know it in order for Licensor to fulfill its obligations under this Agreement, without the prior written agreement of GM. |
Licensor will not transfer GM Information to any subsequent tier supplier unless there is a legal basis for such transfer under applicable laws. By way of example and not limitation, GM Information originating from a European Union country shall not be transferred to a subsequent tier supplier unless such subsequent tier supplier is located in a country deemed to have adequate data protection laws or is otherwise permitted to have European Union source data transferred to it.
Licensor shall provide for the physical, managerial and electronic security of GMs Information such that GMs Information is reasonably maintained and secured, ensuring it is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission and storage. Should any unauthorized breach occur, Licensor shall notify GM as soon as reasonably practicable, generally within [*****], after Licensor becomes aware of such breach
At GMs request or upon completion of Licensors use of GMs Information, Licensor will return all copies of GMs Information to GM or, at GMs request, will destroy GMs Information and certify such destruction to GM. If GM requests the destruction of any GMs Information, then Licensor will perform the destruction in accordance with GMs instructions and will: (a) use the destruction methods authorized by GM (e.g. shredding or burning or electronic erasure); (b) protect the confidentiality of GMs Information during the destruction process; (c) not sub-contract the destruction work without the prior written authorization of GM; and (d) provide GM with a destruction record confirming which GMs Information has been destroyed, when, where and how. Licensor may retain a copy of GMs Information for archival purposes only subject to Licensors continuing obligations under this Section.
Licensor further agrees to defend, indemnify and hold GM harmless from any liability claims, damages, fines, penalties, costs, claims, demands and expenses (including costs of defense, settlement and reasonable legal fees), arising from or related to any breach of Sections (a), (b) or (c) by Licensor or Licensors employees. Licensor shall have the right to control such litigation or claim (including the right to settle), subject to the consent of GM, which consent will not be unreasonably withheld or delayed.
Licensor recognizes that the disclosure of GMs Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, GM has the right to seek equitable and injunctive relief to prevent the unauthorized disclosure of any GMs Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.
In the event Licensor is required to disclose GMs Information in connection with any judicial proceeding or government investigation, then Licensor shall promptly notify GM and allow a reasonable time before Licensor is required to disclose, for GM to seek a protective order from the appropriate court or government agency. Thereafter, Licensor may disclose GMs Information but only to the extent required by law, subject to any applicable protective order.
In addition, Licensor recognizes that its close association with GMs personnel and access to GMs Information in the course of performing this Agreement may enable Licensor to evaluate publicly available information about GM from an insiders perspective and that GMs proprietary information would be revealed if such evaluations were published. Therefore, Licensor agrees not to publish, or help anyone publish, anything whatsoever about GM concerning the subject matter of this Agreement, except with the prior written consent of GM.
For the avoidance of doubt neither GM nor Licensor shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature.
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.