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MARKETING COOPERATION AGREEMENT
hereinafter referred to as the Agreement, concluded between:
A clinic registering on Clinic Hunter platform, hereinafter referred to as “Partner“,
ClinicHunter Sp. z o. o. with its registered office in Lublin Aleja Kraśnicka 213, 20-718 Lublin, registered in the Register of Entrepreneurs kept by the District Court Lublin Wschód in Lublin with its registered office in Świdnik, VI Commercial Division of the National Court Register under KRS number 0000597310, with NIP number 5213719700, with share capital of 105 PLN 600,
Marek Hołówko – President of the Management Board
Bartosz Prokopowicz – Member of the Management Board
hereinafter referred to as “Clinic Hunter“,
The Partner and Clinic Hunter are hereinafter referred to as the “Parties”, and each individually as a “Party”.
Accordingly, the parties agree as follows:
The following terms are given the following meaning:
II. Subject of the agreement
IV. Obligations of the Parties
V. Protection of business secrets
1.1. treat as confidential, covered by the trade secret of the relevant Party and protected by professional secrecy applicable to the relevant Party, provided by the relevant Party or to the relevant Party, any materials, including written or prepared on any other information carriers, as well as any oral information, consultations and information, to which, in connection with and during the performance of the Agreement, employees of the relevant Party had access, acting on its behalf or on the basis of another legal relationship or legal event of a similar nature (Employees), relating in particular to the activities conducted by the relevant Party, organizations and current and future plans and actions of the relevant Party, including planned transactions and development strategies (“Confidential Information”);
1.2. provide Confidential Information only to those Employees who will need it to perform activities under the Agreement and – with the prior written consent of the relevant Party – only to those third parties who have been approved by the relevant Party and who have signed a confidentiality agreement on the same terms, as this obligation (third parties are also considered to be the Contractor’s partners);
1.3. not to use the Confidential Information for any other purposes, except for the purposes set out in the Agreement;
1.4. not to use or disclose Confidential Information to any third party to conduct any activity that competes with that of the relevant Party or to interfere with or otherwise adversely affect the plans or activities of the relevant Party;
2.1. the Confidential Information was publicly known or became publicly available other than through the act or omission of the Receiving Party;
2.2. disclosure of Confidential Information is required on the basis of mandatory provisions of law, a court judgment or a decision of another state authority, acting within the limits of powers set by law;
2.3. discloses Confidential Information to an entity belonging to the same capital group as the Receiving Party, provided that the disclosure is made for the purpose of exercising ownership supervision, providing shared services, for internal control purposes or for group audit purposes, provided that the auditor has been employed by an entity belonging to this the capital group itself;
2.4. discloses Confidential Information to auditors, statutory auditors, in order to carry out mandatory inspections or inspections resulting from corporate regulations;
2.5. discloses Confidential Information to the tax authorities servicing the capital group of which the Receiving Party is a member in order to fulfill tax obligations, e.g. preparation of consolidated statements, reporting tax schemes.
3.1. immediately inform the transferring Party about the obligation to disclose Confidential Information,
3.2. disclose of only such part of the Confidential Information as is required by applicable law or a court judgment (decision of a state authority),
3.3. provide it in a manner that guarantees confidentiality.
VI. Intellectual Property Rights
1.1. in the field of recording and reproduction – production using all techniques, including magnetic recording, photosensitive, audiovisual, digital, optical, printing, computer, regardless of the recording format and medium, size, form, technique, binding, type and method of distribution or making public,
1.2. entering into computer memory, temporary and permanent recording and a copy of such records; archiving records;
1.3. public performance or playback on the Internet, in other telephone, ICT, multimedia and computer networks; interactive use; sharing via streaming media;
VII. Duration of the agreement
3.1. in the event of breach by the other Party of the provisions of the Agreement;
3.2. in the event of the other Party conducting illegal activities;
3.3. in the event of publication by any of the Parties of content that is inconsistent with Polish law, in particular:
3.3.1. pornographic, in particular with the participation of persons under the age of 15, related to the use of violence or involving animals;
3.3.2. offensive, defamatory, violating the good name of a person, persons, companies and institutions;
3.3.3. calling for the spread of hatred, racism, xenophobia, conflicts between nations;
3.3.4. infringing copyrights/intellectual property, in particular providing:
184.108.40.206. in any way, files or hyperlinks to graphic files, music or literary texts and other works that are subject to copyright or that promote or encourage copyright infringement;
220.127.116.11. that provide viruses, “Trojan horses”, data containing “bugs” or other harmful or destructive elements or hyperlinks to them.
VIII. Final Provisions
Terms and conditions for telemedicine
II General provisions and scope of the Service
III Clinic registration
V Resignation from the Service
VI Liability of Clinic Hunter
VII Complaints procedure
VIII Personal data protection
IX Final provisions
Rules of protection of confidential information.
WHEREAS, during the course of the contract, a party (the “Disclosing Party”) may disclose to the other Party (the “Recipient”) certain Confidential Information (as defined below); and
WHEREAS, the Parties wish to include this Annex 1 to the contract to set the terms and conditions upon which such disclosure will be made.
NOW, THEREFORE, for the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definition. “Confidential Information” means (i) the existence and terms of the contract, and (ii) any and all information of the Disclosing Party disclosed by the Disclosing Party to the Recipient and/or its affiliated companies, directors, officers, employees and agents (such personnel that receive Confidential Information shall be hereinafter referred to as the “Recipient Representatives”), relating to the business of the Disclosing Party, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to, all sales and operating information, existing and potential business and marketing plans and strategies, financial information, cost and pricing information, data media, know-how, designs, drawings, specifications, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, information concerning Patients and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright; provided, however, that the term “Confidential Information” does not include information that (i) was, is or becomes generally available to the public other than as a result of disclosure by the Recipient or a Recipient Representative in breach of the contract; (ii) was available to the Recipient or a Recipient Representative on a non-confidential basis prior to its disclosure to the Recipient or a Recipient Representative by the Disclosing Party; (iii) becomes available to the Recipient or a Recipient Representative on a non-confidential basis from a source other than the Disclosing Party; or (iv) is independently developed by the Recipient or a Recipient Representative without use of Confidential Information.
(a) Subject to Section 2(b), the Recipient:
i. shall hold all Confidential Information in confidence and with the same degree of care it uses to keep its own similar information confidential, but in no event shall the Recipient use less than a reasonable degree of
ii. shall not, without the prior written consent of the Disclosing Party, disclose Confidential Information to any corporation, company, partnership, entity or individual for any reason at any time;
(b) The Parties agree and acknowledge that the Recipient may disclose the Confidential Information:
i. to those Recipient Representatives who need such Confidential Information for the purpose of the contract, and who are subject to confidentiality provisions no less stringent than those set forth herein.
ii. as requested or required by (A) applicable law, regulation (including, for the avoidance of doubt, any applicable securities and/or disclosure law or regulation) or stock exchange rule, (B) applicable judicial, administrative, governmental or regulatory order, or (C) oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process; provided, however, that (1) the Recipient agrees to give prompt notice of such requirement to the Disclosing Party, (2) the Recipient may only disclose such portion of the Confidential Information as is requested or required and (3) if available, the Recipient will use its commercially reasonable efforts to obtain reasonable assurance that confidential treatment will be accorded such disclosed Confidential Information.
3. Use. The Recipient shall only use Confidential Information to (a) perform its obligations under the contract.
4. Return of Confidential Information.
(a) Subject to Section 4(b), promptly following the written request of the Disclosing Party, the Recipient will, at the Recipient’s option and expense, (i) deliver to the Disclosing Party or destroy all Confidential Information furnished by the Disclosing Party to the Recipient, together with all copies thereof and (ii) confirm any such destruction in writing to the Disclosing Party.
(b) Legal or financial counsel for the Recipient and/or the Recipient’s Representatives may retain, solely for archival purposes, one copy of all Confidential Information, as well as all documents, memoranda, notes and other writings prepared by Recipient and/or the Recipient’s Representatives and based on the Confidential Information. Any materials retained pursuant to the terms of this paragraph shall remain subject to the obligations of confidentiality under this Annex 1.
5. Representations and Warranties. Neither Party makes any representation or warranty in this Annex 1as to the Confidential Information,or the accuracy or completeness thereof.
6. Remedies. The Recipient acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this confidential obligations by the Recipient or the Recipient Representatives and that any such breach would cause the Disclosing Party irreparable harm. Accordingly, the Recipient agrees that, in the event of any breach or threatened breach of this Annex 1, the Disclosing Party, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
7. Term. The term of the obligations set herein in this Annex 1 is indefinite. Each Party may terminate this Annex 1 with a one month notice period. The obligations of confidentiality under this Annex 1 shall continue for a period of ten years from expiry or termination of this Annex 1.
8. Applicable law, jurisdiction. The terms of the contract concerning the governing law and applicable court shall apply to this Annex 1.
Processing of personal data
PROCESSING OF PERSONAL DATA ENTRUSTMENT AGREEMENT
Clinic Hunter Sp. z o.o., Kraśnicka Avenue 213, 20-718 Lublin, NIP (TAX ID) 5213719700, KRS 0000597310 represented hereof by Marek Hołówko – the Chairman of the Board, and Bartosz Prokopowicz – Member of the Board, henceforth referred to as the Administrator,
The Clinic – hereinafter referred to as the Data Processor.
(Hence called Parties)
a. Both Parties signed Agreement to Acquire Foreign Patients (Primary ‘Agreement’), with regard to fulfilling which the Administrator will entrust the Data Processor processing personal data in range defined by the Agreement.
b. Both Parties consenting to the Agreement will seek to fulfil obligations according to the law and in particular the provisions of General Data Protection Regulation (GDPR) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as ‘GDPR.’
Parties enter a Contract of following import:
1. Purposes and Range of Data Processing
1.1. According to the regulations defined herein by the present Contract and the Primary Agreement the Administrator entrusts the Data Processor with processing (in terms of GDPR) of personal data of its clients (henceforth referred to as ‘data’).
1.2. Data Processing will be performed throughout Contract duration.
1.3. The nature and purpose of the data processing ensue from the Primary Agreement between Parties, particularly as to:
1.3.1. Specificity of data processing is defined by the following role of the Data Processor: responding to potential patients’ queries delivered by the Administrator, realisation of the incoming orders for Administrator’s clients.
1.3.2. The aim of the data processing is to enable the Administrator fulfilling his legal liabilities, for instance with bookkeeping as well as the Administrator’s financial administration).
1.4. Data processing will concern the following data categories:
Regular personal data:
1. Forename and Name
2. Personal Identification Number
3. Email Address
4. IP Address
5. Phone numbers
6. Home Address
Particular categories data and criminal data:
8. Medical history
9. Body pictures
10. Patient’s next appointments dates.
11. Forename and Name
13. Email Address
14. Phone Numbers
15. Home Address
1.5. Data Processing will concern the following categories of people:
1. Administrator’s Employees
2. Administrator’s service / product clients, as defined in the Primary Agreement.
2. Sub-Entrustment of Data Processing
2.1. Data Processor may entrust specific data processing operations (Sub Processing) by form of a written Sub-Entrustment Contract (Sub-Entrustment Contract) third-party data processing companies (Sub Processors), under the condition of prior acceptance of the Sub Processor by the Administrator, or lack of objection of thereof.
2.2. Data Processor is not entitled to entrust the Sub Processor with realisation of entirety of the Contract.
3. Obligations of the Data Processor
Data Processor is obliged to comply with and perform the following:
3.1. The Data Processor processes data only in accordance with documented instructions or commands of the Administrator.
3.2. The Data Processor declares that he shall not transfer data to a third country or international organization (i.e. outside the European Economic Area – EEA). The Data Processor also declares that he does not use subcontractors who transfer Data outside of the EEA.
3.3. If the Data Processor intends or is obliged to transfer data outside the EEA, he shall inform the Administrator about it in order to enable the Administrator to take the decisions and actions necessary to ensure the lawfulness of data processing with regard to the law of terminating entrusted processing.
3.4. The Data Processor obtains, from authorized to transfer personal data people, in accordance to the Agreement, documented obligations to maintain secrecy, or the Data Processor eventually ensures that these people are subject to the statutory obligation of confidentiality.
3.5. The Data Processor ensures data protection and takes data protection measures referred to in art. 32 GDPR, in accordance with the further provisions of the Agreement.
3.7. The Data Processor assures to the Administrator to respond to the requests of the data owner, pursuant to the rights set out in Chapter III of the GDPR (so-called individual rights). The Data Processor declares that it provides support for the rights of the individual in relation to the entrusted data.
3.8. The Data Processor cooperates with the Administrator in performing the Administrator’s obligations in the area of personal data protection referred to in art. 32-36 GDPR (data protection, reporting violations to the supervisory authority, notification of persons affected by the data protection breach, assessment of the effects on data protection and prior consultation with the supervisory authority).
3.9. In case of any doubts on the part of Data Processor as to the legality of the instructions or demands issued by the Administrator, the Data Processor will immediately inform the Administrator of such doubt (in a documented
and substantiated manner), under penalty of losing the possibility of pursuing claims against the Administrator in this respect.
3.10. When planning modifications in the way entrusted data is processed, the Data Processor is obliged to comply with the pursuant law of privacy of design and privacy by default referred to in art. 25 paragraph 1 GDPR) and is obliged to inform the Administrator in advance about planned changes in such a way and in such periods as to provide the Administrator with a real opportunity to react if changes planned by the Processor in the Administrator’s opinion threaten the agreed level of data security or increase the risk of violation of the rights or freedoms of persons as a result of data processing by the Data Processor.
3.11. The Data Processor undertakes to limit access to entrusted personal data only to people whose access to data is necessary in order to perform the tasks of the Agreement and who have the appropriate authorization.
3.12. The Data Processor undertakes to maintain documentation describing the manner how data is processed, including a register of personal data processing activities (Article 30 GDPR). At the Administrator’s request, the Data Processor provides a record kept of the processor’s data processing activities, excluding information constituting the trade secret of other Data Processor’s clients.
3.13. The Data Processor undertakes to exercise due diligence in due process of processing entrusted personal data.
4. Administrator’s Obligations
4.1. The Administrator is obliged to cooperate with the Data Processor in fulfilling of the Agreement, providing the Data Processor with explanations in case of doubts as to the legality of the Administrator’s instructions, as well as to fulfil his own specific obligations.
5. Data Security
5.1. The Data Processor has carried out an analysis of the risks of processing entrusted data and applies the results with regard to organizational and technical data protection measures.
5.2. Security Measures. The Data Processor ensures and assures the following:
(a) Data Processor has the capacity to continuously ensure the confidentiality, integrity, availability and resistance of its processing systems and services;
b) Data Processor has the ability to quickly restore the availability of personal data and access to them in the event of a physical or technical incident;
c) Data Processor regularly tests and assesses the effectiveness of technical and organizational measures used to ensure security of processing.
5.3. Both Parties agree to make every effort to ensure that the means of communication used to receive, transfer and store confidential data guarantee the protection of confidential data, in particular personal data entrusted for processing, from being accessed by unauthorized third parties to read their content.
6. Notification of Personal Data Violations
6.1. The Data Processor notifies the Administrator of any suspected breach of data protection no later than 24 hours from the first report, allows the Administrator to participate in explanatory activities and informs the Administrator about the findings at the time of their making, in particular about the finding or lack of violation.
6.2. The Data Processor notifies of a violation enclosing all necessary documentation in it regarding the violation, in order to enable the Administrator to comply with the obligation to notify the supervisory authority.
7.1. The administrator controls the processing of entrusted data after informing the Data Processor about the planned control. The Administrator or persons designated by him are entitled to access the rooms where the data is processed, and to view documentation related to data processing. The Administrator is entitled to request from the Data Processor to provide information on the course of data
processing and to provide processing registers (with respect to the Data Processor’s professional secrecy requirement).
7.2. The Data Processor cooperates with the personal Data Protection Office in the scope of his tasks.
7.3. The Data Processor:
1. provides the Administrator with all necessary information to demonstrate compliance of the Administrator’s activities with the provisions of the GDPR;
2. enables the Administrator or an authorized auditor to carry out audits or inspections. The Data Processor cooperates in the implementation of audits or inspections.
8. Statements by the Parties
8.1. The Administrator’s statement. The Administrator declares that he is the Data Administrator and that he is entitled to process them to the extent in which he entrusted them to the Data Processor.
8.2. The Data Processor’s declaration (Article 28 paragraph 1 of the GDPR). The Data Processor declares that as part of his business, he professionally deals with the processing of personal data covered by the Agreement and the Primary Agreement, has the necessary knowledge, appropriate technical and organizational measures in this respect and guarantees the proper performance of this Contract.
9.1. The Data Processor is liable for damages caused by its actions in connection with failure to comply with the obligations that the GDPR imposes directly on the Data Processor or when it acted outside the lawful instructions of the Administrator or contrary to these instructions. The Data Processor is responsible for damages caused by the application or non-application of appropriate security measures. The Data Processor is responsible for providing or using personal data contrary to the content of the Contract, and in particular for providing personal data entrusted for processing to unauthorized persons.
9.2. If the Sub-Processor does not fulfil his obligations regarding data protection, full accountability towards the Administrator and responsibility for the fulfilment of the obligations by the Sub-Processor lies with the Data Processor.
10. Duration of the Agreement
10.1. The Contract was concluded for the duration of the Primary Agreement.
11. Data Deletion
11.1. Upon termination or expiry of the Contract, the Data Processor has no right to further process the entrusted data and is obliged to:
1.delete data and inform the Administrator in writing about the date and manner in which the data was deleted,
2. delete any existing copies or return of data, unless the Administrator decides otherwise, or European Union or national law require the storage of data.
12. Final Provisions
12.1. In the event of a conflict between the provisions of this entrustment Contract and the Primary Agreement, the entrustment Contract shall prevail. It also means that issues regarding the processing of personal data between the Administrator and the Data Processor should be regulated by amendments to this Contract or in the implementation of its provisions.
12.2. The Processing Party is not entitled to additional remuneration for performing the services specified in this Contract.
12.3. The Contract has been drawn up in two identical copies, one for each Party.
12. 4. The contract is subject to the GDPR and Polish Law
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