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The Privacy Assuring Nondisclosure Agreement (PANDA)

These terms protect Personal Information that Discloser may disclose to Recipient.

Standard Form

This is a standard form published at https://pandaprivacy.org/versions/1.0.0 on July 14, 2019.

Purposes

The parties anticipate disclosure of Personal Information for the purposes stated in writing in the offer to enter an agreement on these terms (the Purposes).

Personal Information

Categories

Subject to Public Information, Personal Information means information relating to Discloser disclosed by Discloser during the term of this agreement, as well as information relating to Discloser that Recipient derives from information disclosed by Discloser.

Public Information

Information that is now public is not Personal Information. Personal Information that becomes public, other than as a result of breach of this agreement, stops being Personal Information.

Obligations

Nondisclosure

Except as described in Permitted Disclosure, Recipient agrees not to disclose Personal Information to anyone.

Permitted Disclosure

Recipient may disclose Personal Information to:

  1. Assistants: employees, independent contractors, officers, directors, and agents of Recipient who have a need to know the Personal Information for the Purposes and have entered written nondisclosure agreements with Recipient that impose nondisclosure obligations for any of Recient's Personal Information they receive that give as much or more protection as these terms

  2. Advisers: Recipient legal advisers whose conduct is regulated by laws or professional rules that impose nondisclosure obligations for any of Recipient's Personal Information they receive

Limited Use

Recipient agrees to use Personal Information only for the Purposes.

Security

Recipient agrees to take measures to secure materials containing Personal Information at least as protective as those Recipient employs to secure its own confidential information, but in any event no less than reasonable measures.

Legally Required Disclosure

When the law or the government requires disclosure of Personal Information, and when Recipient reasonably expects that the law may require disclosure of Personal Information, Recipient agrees to promptly notify Discloser of the nature of the requirement and the Personal Information affected, if legally allowed. If possible, Recipient agrees to give notice quickly enough to give Discloser a practical opportunity to take legal action to protect the confidentiality of the Personal Information. Recipient agrees to cooperate with Discloser in any such proceeding by providing reasonable assistance on request from Discloser.

Leaks

Recipient agrees to give Discloser prompt notice when Recipient becomes aware, suspects, or anticipates that Personal Information has been or will be disclosed or used in breach of this agreement, other nondisclosure agreements, or applicable law.

Return and Destruction

On termination of this agreement, Recipient agrees to promptly return copies of all Personal Information that Discloser requested on termination and destroy all parts of other materials that embody Personal Information, including those held by Assistants and Advisers.

Oversight

Recipient agrees to ensure that its Assistants and Advisers abide by the nondisclosure obligations of Recipient under this agreement. Breach of Recipient obligations by Assistants or Advisers will be deemed breach of this agreement by Recipient itself.

Copies of Agreements

On Discloser request, Recipient agrees to provide Discloser copies of nondisclosure agreements with Assistants that are independent legal entities that receive any of Discloser's Personal Information through Recipient.

Clarifications

No Obligation to Disclose

No terms of this agreement obligate Discloser to disclose any Personal Information.

No Obligation to Do Business

No terms of this agreement obligate either party to enter any other relationship or agreement, related to the Purposes or otherwise.

No License

No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.

No Warranty

Discloser makes no warranty that Personal Information will be complete or accurate.

Remedies

Breaching any obligation under this agreement would cause irreparable harm that money damages would not adequately compensate. Discloser will be entitled to seek an injunction, restraining order, and other equitable remedies for Recipient breach of this agreement, without posting bond or security, and without proving actual damages. This agreement does not prevent Discloser from seeking remedies under privacy, security, and other laws that apply to Personal Information.

Term

Termination by Notice

Either party may terminate this agreement by fourteen calendar days' prior, written notice to the other party.

After Termination

Obligations will survive the term of this agreement indefinitely for Personal Information disclosed during the term.

General Contract Terms

No Assignment or Delegation

Neither party may assign any right or delegate any obligation under this agreement without the prior, signed, written consent of the other party. Any attempt to assign or delegate without consent will have no legal effect.

Dispute Resolution

The law of the jurisdiction where Discloser lives when the claim is brought will govern all aspects of this agreement. The parties agree to bring legal proceedings related to this agreement only in court districts encompassing the place where Discloser lives. The parties consent to the exclusive jurisdiction of those courts, and waive any objection that legal proceedings brought there are brought in an inconvenient forum. The parties may enforce judgments of those courts in any appropriate forum. Each party agrees to pay attorney fees and costs that the other party incurs in any legal proceeding related to this agreement that results in final judgments on the merits, in the other party's favor, on all their claims.

Relationship

This agreement does not create any partnership, joint venture, agency, or similar relationship between the parties.

Amendments and Waivers

The parties will amend this agreement only by cosigned, written agreement. The parties will waive parts of this agreement, if at all, only by written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.

Notices

The parties agree to send every notice, demand, consent, request, or other communication required or allowed by this agreement:

  1. by e-mail to the address the other party provided on entering into this agreement; or

  2. by overnight courier, with signature required for delivery, to the address the other party provided on entering into this agreement.

Either party may change its e-mail and postal addresses for later communications by giving notice of a new address.

Unenforceable Terms

If a court decides than any part of this agreement is unenforceable for any reason, but enforcing the rest of the agreement would serve the purpose of protecting Personal Information to advance the Purposes, then rest of this agreement will remain in force.

Enforcement

Only the parties may enforce rights under this agreement.

Entire Agreement

The parties intend these terms and their statement of Purposes as the final, complete, and only expression of their agreement about use and nondisclosure of Discloser's Personal Information.

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