OTHER DATA, COMMERCIALLY EXPLOIT IT, DISCLOSE IT OR DO ANY OTHER THING THAT
MAY IN ANY MANNER ADVERSELY AFFECT THE INTEGRITY, SECURITY OR CONFIDENTIALITY OF
SUCH DATA, OTHER THAN AS EXPRESSLY SPECIFIED HEREIN OR AS DIRECTED BY NEXTEL IN
WRITING.
NEXTEL MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR
COMPLETENESS OF THE CUSTOMER DATA.
FOR THE PURPOSE OF THIS SECTION 13.4, THE
ACTS OR OMISSIONS OF VENDOR'S EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES,
CONTRACTORS, SUBCONTRACTORS, AND THEIR EMPLOYEES SHALL ALSO BE DEEMED THE ACTS
OR OMISSIONS OF VENDOR.
13.4.2.
PRIVACY LAWS.
VENDOR AGREES THAT IT WILL AT ALL TIMES COMPLY
WITH ALL APPLICABLE LAWS THAT GOVERN (1) THE SECURITY, COLLECTION, ACCESS, USE
AND DISCLOSURE OF CUSTOMER DATA (2) DIRECT-MARKETING OF ANY FORM; AND (3)
DIRECTORY ASSISTANCE (COLLECTIVELY, THE "PRIVACY LAWS").
THESE LAWS INCLUDE
WITHOUT LIMITATION THE FEDERAL COMMUNICATIONS COMMISSION'S CUSTOMER PROPRIETARY
NETWORK INFORMATION RULES AND REGULATIONS IMPLEMENTING 47 U.S.C. § 222 (THE
"CPNI LAW"); FEDERAL TRADE COMMISSION'S TELEPHONE SALES RULE; THE FEDERAL
TELEPHONE CONSUMER PROTECTION ACT (47 U.S.C. § 227) AND ITS IMPLEMENTING
REGULATIONS; AND SECTION 2891.1 OF THE CALIFORNIA PUBLIC UTILITY COMMISSION
CODE.
13.4.3.
SAFEGUARDS.
VENDOR IS FULLY RESPONSIBLE FOR ITS UNAUTHORIZED
COLLECTION, DISCLOSURE AND USE OF, AND ACCESS TO, CUSTOMER DATA.
ACCORDINGLY,
VENDOR SHALL EMPLOY ADMINISTRATIVE, PHYSICAL, AND TECHNICAL SAFEGUARDS THAT
32
PREVENT SUCH UNAUTHORIZED COLLECTION, ACCESS, DISCLOSURE, AND USE
("SAFEGUARDS"), INCLUDING, WITHOUT LIMITATION, THE SAFEGUARDS DESCRIBED
HEREUNDER.
WITHOUT LIMITING THE FOREGOING, VENDOR SHALL AT A MINIMUM (1) EMPLOY
THE HIGHEST STANDARDS OF BEST INDUSTRY PRACTICE TO SAFEGUARD CUSTOMER DATA,
WHETHER "AT REST" OR IN TRANSPORT, (2) ENCRYPT ALL CUSTOMER DATA AT REST OR IN
TRANSPORT, (3) ENSURE THAT ONLY ITS EMPLOYEES AND SUBCONTRACTORS MAY ACCESS
CUSTOMER DATA, AND ONLY: (A) TO THE EXTENT NECESSARY TO ENABLE VENDOR TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (B) IF THEY ARE BOUND IN WRITING BY
CONFIDENTIALITY, PRIVACY, AND SECURITY OBLIGATIONS THAT ARE NO LESS STRINGENT
THAN THOSE CONTAINED IN THIS SECTION 13.4 OF THE AGREEMENT ("AUTHORIZED
EMPLOYEES").
DURING THE TERM OF EACH AUTHORIZED EMPLOYEE'S EMPLOYMENT BY
VENDOR, VENDOR SHALL AT ALL TIMES ENSURE THAT SUCH AUTHORIZED EMPLOYEE STRICTLY
ABIDES BY HIS/HER OBLIGATIONS HEREUNDER.
AND AFTER SUCH AUTHORIZED EMPLOYEE
LEAVES HIS/HER EMPLOYMENT FOR ANY REASON, VENDOR SHALL USE AT LEAST THE SAME
LEVEL OF EFFORT TO ENFORCE SUCH OBLIGATIONS AS VENDOR USES TO ENFORCE
OBLIGATIONS THAT RELATE TO ITS OWN SIMILARLY CONFIDENTIAL INFORMATION, PROVIDED
THAT VENDOR SHALL NOT USE LESS THAN REASONABLE EFFORTS IN SUCH ENFORCEMENT.
13.4.4.
LOCATION OF VENDOR OPERATIONS:
VENDOR SHALL ENSURE THAT ALL
ASPECTS OF ITS SERVICE THAT CONCERN CUSTOMER DATA (INCLUDING WITHOUT LIMITATION
COLLECTING, STORING, ACCESSING, USING, SAFEGUARDING, TRANSPORTING, AND
DISCLOSING CUSTOMER DATA) SHALL OCCUR IN THE UNITED STATES.
13.4.5.
DISCLOSURE OF CUSTOMER DATA.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, EXCEPT IN RESPONSE TO A VALID COURT ORDER OR
OTHERWISE TO THE EXTENT LEGALLY REQUIRED IN RESPONSE TO A REQUEST FROM A LAW
ENFORCEMENT AGENCY, IN NO EVENT SHALL VENDOR DISCLOSE ANY CUSTOMER DATA TO ANY
THIRD PARTY.
IN THE EVENT VENDOR IS