CUSTOMER DATA TERMS AND CONDITIONS
From time to time, Dell Technologies may, in its sole discretion, provide Partner with access to contacts
and other information (collectively “Customer Data”) related to Dell Technologies customers, including
prospective customers and leads (collectively “Customers”), for Partner to market and sell Dell
Technologies products and services to such Customers. Partner acknowledges that Customer Data are
confidential and valuable to Dell Technologies, and Partner agrees to comply with the terms and conditions
herein (“Customer Data Terms and Conditions”). The Customer Data Terms and Conditions aresupplemental and subject to the Dell Technologies Partner Program Terms and Conditions, and together
with any attachments, constitute the entire agreement (“Agreement”) between Dell Technologies andDistributor with respect to the incentives.
1. Customer Data. Customer Data include (a) any non-public or proprietary information or data related toCustomers and (b) any information or data provided by Dell Technologies to Partner that, alone or together
with any other information that Partner may access, identifies or is capable of identifying an individual, suchas name, telephone number, and email address. Partner agrees that all Customer Data are considered
Dell Technologies confidential information, regardless of form or whether such information is marked oridentified with a “confidential” label. Partner shall keep all Customer Data confidential, and shall notdisclose any Customer Data to any third party without Dell Technologies prior written consent. Partner will
share Customer Data only with Partner’s employees who have a need to know and who are subject tolegally binding obligations to keep such information confidential. As between Partner and DellTechnologies, Dell Technologies is the exclusive owner of the Customer Data. Upon Dell Technologies
request, Partner will promptly return to Dell Technologies all Customer Data, together with all copies, orcertify in writing that all Customer Data and copies thereof have been destroyed.
2. Permitted Use. Partner shall access, retain, and use all Customer Data solely for the purpose ofmarketing and selling Dell Technologies products and services in the territory of the Ordering Agreements,
as defined in the Agreement, to Customers. All other use of Customer Data is prohibited. Partner shall not
sell, rent, transfer, distribute, or otherwise disclose or make available any Customer Data to any third party(including subcontractors, agents, outsourcers, or auditors), without prior written permission from DellTechnologies, unless and to the extent required by law. In the event Dell Technologies provides suchpermission, Partner will remain responsible for such third party’s compliance with this Agreement.
3. Privacy Obligations. Where permitted to contact, solicit, or target any Customer using any Customer
Data, Partner shall comply with Partner’s privacy policy and all laws and regulations related to privacy anddata protection, including but not limited to telemarketing laws as applicable, and shall include a simple
method for recipients to unsubscribe from further contact by Partner.
4. Information Security Obligations. Partner will implement commercially reasonable physical,
technical, administrative and organizational safeguards to protect Customer Data that are no less rigorous
than accepted industry security practices. Partner will ensure that all Customer Data are processed incompliance with Partner’s privacy policy and all applicable laws and regulations, including but not limitedto data protection and privacy laws and regulations.
5. Compliance. In order to verify Partner’s compliance with this Agreement, Partner agrees DellTechnologies may (or may designate a third party to) assess or audit Partner’s and any of Partner’s
subcontractors’ employment, facilities, records, controls or procedures, provided such access shall belimited to those related to Customer Data. To facilitate such audit or assessment, Partner will provide
access to relevant personnel, physical premises, documentation, infrastructure, records, and application
software. If, as a result of such audit or assessment, Dell Technologies determines additional or different
security measures are necessary to protect Customer Data, Partner agrees to cooperate with DellTechnologies in implementing reasonable measures.
6. Security Breach. Partner will provide Dell Technologies with contact information for Partner’s primary
security contact. For purposes of this Agreement, “Security Breach” shall mean any misuse, compromise,or unauthorized access, whether actual or suspected, that (a) involves any Customer Data or (b) relates tothe ineffectiveness of one or more of Partner’s information safeguards applicable to the Customer Data,
including (i) physical trespass on a secure facility, (ii) electronic systems intrusion/hacking, (iii) loss/theft ofInternal Use - Confidential

a notebook, desktop, or other electronic or mobile device, hard drive, or any information-storage device,(iv) loss/theft of printed materials, (v) exploitation of a vulnerability, or (vi) receipt of a substantiatedcomplaint that relates to Partner’s privacy or data-protection practices or policies or an alleged breach ofthis Agreement. Partner will notify Dell Technologies of a Security Breach within 24 hours of becoming
aware of it, by e-mailing Dell Technologies Privacy Office at privacy@dell.com with a copy to Partner’s
primary Dell Technologies business contact. Except as required by law, Partner will not inform any third
party of a Security Breach without first obtaining Dell Technologies prior written consent. Partner will
cooperate with Dell Technologies in any resulting investigation, reporting, or other obligations required byapplicable law or regulation, or as otherwise required by Dell Technologies. Partner will take immediate
steps to remedy any Security Breach in accordance with local privacy laws and regulations, at Partner’ssole expense. Partner will reimburse Dell Technologies for actual and reasonable costs, including but notlimited to reasonable attorneys’ fees, incurred in responding to and mitigating any damages caused by aSecurity Breach.
7. Inquiry. Except where expressly prohibited by law, Partner will immediately notify Dell Technologies ofPartner’s receipt of any subpoena, order, demand, or information-request from a court, or executive,government, or administrative agency, that relates to any Customer Data or Partner’s use or security
practices applicable to the Customer Data. In addition, Partner will promptly provide Dell Technologies withinformation and assistance required to timely respond to any inquiry, demand, complaint, enforcement
notice, claim, or other request received by Dell Technologies that relates to any portion of the Customer
Data, or to Partner’s use or security-practices applicable to the Customer Data.
8. Indemnity. Partner agrees to defend, indemnify, and hold Dell Technologies harmless against any andall third-party claim arising out of or resulting from Partner’s breach of this Agreement.
9. Remedies. Partner acknowledges that damages for improper disclosure of Dell Technologies
confidential information may be irreparable and that Dell Technologies shall be entitled to equitable relief,
including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.
10. Disclaimer. All Customer Data are provided “as is.” Dell Technologies has no responsibility or liability
as to the accuracy or completeness of Customer Data. DELL TECHNOLOGIES DISCLAIMS ALL
EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO
CUSTOMER DATA, INCLUDING WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
11. Term. This Agreement shall begin on the date of Partner’s acceptance of the Dell Technologies Partner
Program Terms and Conditions (“Effective Date”) and continue for 12 months. Unless terminated aspermitted herein, these Customer Data Terms and Conditions shall auto-renew for an additional 12-month
period on each anniversary date of the Effective Date. Dell Technologies may terminate these Customer
Data Terms and Conditions and/or cease providing Customer Data to Partner at any time. Upon thetermination of these Customer Data Terms and Conditions, Partner must cease use of Customer Data.

By clicking to accept the Dell Technologies Partner Program Terms and Conditions, you agree tobe bound by all terms, conditions, and restrictions contained in the Customer Data Terms andConditions. Please print a copy of the Customer Data Terms and Conditions for your records.
Rev. October 23, 2020

Internal Use - Confidential