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Telephone and Data Systems, Inc.
V5, revised 10/19/18
and financial information. All such Confidential and Proprietary information shall remain the property of
Buyer, shall be carefully preserved and maintained by Seller at its expense and shall be promptly returned to
Buyer or satisfactorily accounted for upon completion of this Order or upon Buyer’s written demand.
(b) Seller agrees that it shall protect and maintain the privacy and security of any Personal Data that Seller
obtains or to which Seller has access, consistent with Buyer policies and in accordance with all applicable
federal, state and local privacy and security laws. “Personal Data” means any information that refers or relates
to an identified or identifiable individual, including but not limited to first and last name, home or other
physical address, telephone number, e-mail address or other online contact information, Social Security number
or similar governmental identifier, any biometric data, date of birth, consumer, health, financial, or any other
information relating to an individual that is combined with any of the above.
(c) Seller will not disclose Personal Data to any third party (including, but not limited to Seller’s subsidiaries
and affiliates and any person or entity acting on behalf of Seller) unless with respect to each disclosure: (i) the
disclosure is necessary in order to carry out Seller’s obligations under this Order; (ii) such third party is bound
by the same provisions and obligations set forth in this Order; (iii) Seller has received prior written consent
from Buyer; and (iv) Seller shall remain responsible for any breach of the obligations set forth in this Order and
any violation of any privacy or data protection law by such third party to the same extent as if Seller caused
such breach or violation.
(d) Seller shall maintain commercially appropriate and reasonable technical and organizational security
measures (consistent with the type of Personal Data being processed and the services provided by Seller), which
shall include physical, electronic and procedural safeguards to protect Personal Data supplied to Seller against
any Data Security Breach. “Data Security Breach” means the loss or misuse of Personal Data, the inadvertent,
unauthorized, and/or unlawful processing, disclosure, access, alteration, corruption, transfer, sale or rental,
destruction, or use of Personal Data, or any other act or omission that compromises the security, confidentiality,
or integrity of Personal Data.
(e) Seller will notify Buyer immediately in the event of any failure to comply with its data protection
obligations, wrongful or unintentional disclosure of Personal Data, or any other Data Security Breach (but in no
event later than three (3) calendar days from such breach) and, at Seller’s cost and expense, assist and cooperate
with Buyer concerning any disclosures to affected parties, government or regulatory bodies, and other remedial
measures as requested by Buyer or as required under any applicable privacy or data protection law.
(f) All materials, products, deliverables developed or prepared for Buyer by Seller including but not limited to
all information, reports, studies, object or source code, flow charts, diagrams and other tangible or intangible
material of any nature whatsoever produced by or as a result of any of the services rendered by Seller and all
copies of any of the foregoing are the sole and exclusive property of Buyer and all title and interest therein shall
vest in Buyer and shall be deemed to be a work made for hire and made in the course of the services rendered.
13. GOVERNMENTAL REGULATIONS
Seller warrants that all products delivered pursuant to this Order shall have been produced, sold, priced, and
delivered to Buyer in compliance with all federal, state, municipal and local laws, rules, regulations, ordinances,
and directions existing at the time of delivery. In the event Seller is a supplier of goods or services under any
federal contract, Seller agrees to comply with the applicable terms and conditions set forth under Exhibit A.
Seller agrees, upon request, to furnish Buyer with appropriate certificates showing such compliance. Seller
agrees to indemnify, defend and hold harmless Buyer, its affiliates, corporate parents, subsidiaries and partners,
and all of their agents, attorneys and employees, from and against any and all claims, demands, actions,
liabilities, judgments, losses, indirect, consequential or punitive damages, expenses, costs, penalties, and fines,
including attorneys’ fees, for injury or alleged injury of any kind to any persons, including death, and/or for
damage or alleged damage of any kind to any property arising from or in any way connected with any violation
or alleged violation of any law, order or regulation.