CONFIDENTIAL INFORMATION WHICH MAY COME TO ITS ATTENTION AND TO TAKE ALL STEPS
REASONABLY REQUESTED BY THE OTHER TO LIMIT, STOP OR OTHERWISE REMEDY SUCH
MISAPPROPRIATION,
35
OR UNAUTHORIZED DISCLOSURE OR USE.
IF THE GLB ACT, THE REGULATIONS PROMULGATED
HEREUNDER OR OTHER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT IMPOSES A HIGHER
STANDARD OF CONFIDENTIALITY TO THE CONFIDENTIAL INFORMATION, SUCH STANDARD SHALL
PREVAIL OVER THE PROVISIONS OF THIS SECTION.
17.2
CONTROLS ON CONFIDENTIAL INFORMATION.
SELLER AND MBF SHALL
ESTABLISH COMMERCIALLY REASONABLE CONTROLS TO ENSURE THAT THE CONFIDENTIALITY OF
THE CONFIDENTIAL INFORMATION AND TO ENSURE THAT THE CONFIDENTIAL INFORMATION IS
NOT DISCLOSED CONTRARY TO THE PROVISIONS OF THIS SECTION, THE GLB ACT OR ANY
OTHER APPLICABLE PRIVACY LAWS AND REGULATIONS.
WITHOUT LIMITING THE FOREGOING,
SELLER AND MBF SHALL IMPLEMENT SUCH PHYSICAL AND OTHER SECURITY MEASURES AS ARE
NECESSARY TO (I) ENSURE THE SECURITY AND CONFIDENTIALITY OF THE CONFIDENTIAL
INFORMATION, (II) PROTECT AGAINST ANY THREATS OR HAZARDS TO THE SECURITY AND
INTEGRITY OF THE CONFIDENTIAL INFORMATION AND (III) PROTECT AGAINST ANY
UNAUTHORIZED ACCESS TO OR USE OF THE CONFIDENTIAL INFORMATION.
SELLER AND MBF
SHALL, AT A MINIMUM ESTABLISH AND MAINTAIN SUCH DATA SECURITY PROGRAM AS IS
NECESSARY TO MEET THE OBJECTIVES OF THE INTERAGENCY GUIDELINES ESTABLISHING
STANDARDS FOR SAFEGUARDING CUSTOMER INFORMATION AS SET FORTH IN THE CODE OF
FEDERAL REGULATIONS AT 12 C.F.R. PARTS 30, 208, 211, 225, 263, 308 364, 568 AND
570.
TO THE EXTENT THAT ANY DUTIES AND RESPONSIBILITIES UNDER THE AGREEMENT ARE
DELEGATED TO AN AGENT OR OTHER SUBCONTRACTOR, REASONABLE STEPS SHALL BE TAKEN TO
ENSURE THAT SUCH AGENTS AND SUBCONTRACTOR ADHERE TO THE SAME REQUIREMENTS.
SELLER AND MBF WILL NOT MAKE ANY MORE COPIES OF THE OTHER'S WRITTEN OR GRAPHIC
MATERIALS CONTAINING CONFIDENTIAL INFORMATION THAN IS NECESSARY FOR ITS USE
UNDER THE TERMS OF THE AGREEMENT, AND EACH SUCH COPY SHALL BE MARKED WITH THE
SAME PROPRIETARY NOTICES AS APPEAR ON THE ORIGINALS.
17.3
AUDITS.
SELLER AND MBF SHALL HAVE THE RIGHT, DURING REGULAR OFFICE
HOURS AND UPON REASONABLE NOTICE, TO AUDIT THE OTHER PARTY TO ENSURE COMPLIANCE
WITH THE TERMS OF THE AGREEMENT, GLB AND OTHER PRIVACY LAWS AND REGULATIONS.
17.4
CONFIDENTIAL INFORMATION NOT SUBJECT TO RESTRICTIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER SELLER NOR
MBF SHALL HAVE ANY OBLIGATION WITH RESPECT TO ANY CONFIDENTIAL INFORMATION OF
THE OTHER PARTY, OR ANY PORTION THEREOF, WHICH THE RECEIVING PARTY CAN ESTABLISH
BY COMPETENT PROOF:
(I)
IS OR BECOMES GENERALLY KNOWN TO COMPANIES ENGAGED IN THE SAME OR SIMILAR
BUSINESSES AS THE PARTIES HERETO ON A NON-CONFIDENTIAL BASIS, THROUGH NO
WRONGFUL ACT OF THE RECEIVING PARTY;
(II)
IS LAWFULLY OBTAINED BY THE RECEIVING PARTY FROM A THIRD PARTY WHICH HAS NO
OBLIGATION TO MAINTAIN THE INFORMATION AS CONFIDENTIAL AND WHICH PROVIDES IT TO
THE RECEIVING PARTY WITHOUT ANY OBLIGATION TO MAINTAIN THE INFORMATION AS
PROPRIETARY OR CONFIDENTIAL;
(III)
WAS KNOWN PRIOR TO ITS DISCLOSURE TO THE RECEIVING PARTY WITHOUT ANY OBLIGATION
TO KEEP IT CONFIDENTIAL AS EVIDENCED BY THE TANGIBLE RECORDS KEPT BY THE
RECEIVING