Please confirm your acceptance of the terms of this agreement and the terms in the introduction page by clicking "I hereby confirm the agreement" below whereupon it will constitute a legally binding agreement between us and our successors and assigns, governed by the laws of the commonwealth of Massachusetts.
1. The Boston Consulting Group, Inc., on behalf of itself and its subsidiaries and affiliates ("BCG"), is undertaking a benchmarking survey relating to Pricing Maturity Assessment (“the Survey”).
2. In the course of the Survey, BCG and its employees will gain access to and knowledge of your confidential information including without limitation any working information, concepts, ideas, commercial and technical data, strategy, intellectual property, industrial, marketing or commercial information (“Confidential Information”). BCG understands that it is important to you that all such Confidential Information be treated confidentially.
3. Accordingly, BCG agrees that it will:
(a) not disclose any Confidential Information to any third party other than:
(1) those officers, employees, agents, contractors and advisers of BCG (“Related Persons”) to whom it is necessary to disclose the Confidential Information for the purpose of the Survey; or
(2) an organization or person, if any, designated or approved by you provided that those persons or entities are under a written obligation to comply with confidentiality terms not less restrictive than BCG’s obligations under this Agreement;
(b) use the Confidential Information for the purpose of the Survey and for the internal monitoring and evaluation of that Survey by BCG.
4. The undertakings by BCG in this Agreement do not extend to any part of the Confidential Information which:
(a) is, or has become, part of the public domain, otherwise than through a breach of this Agreement;
(b) BCG was in possession of before disclosure to BCG;
(c) Consists of aggregated or disguised data that includes the Confidential Information received by BCG during the Survey (the “Aggregated Information”), provided that such Aggregated Information will neither identify you as the source of any component of the Aggregated Information nor categorize information in a manner that would permit a third party to reasonably infer that any component of the Aggregated Information relates specifically to you; or
(d) BCG is required by law or regulation to disclose, provided that BCG gives at least five (5) days' prior written notice to you before making any such disclosure pursuant to any order or notice issued by a governmental agency.
5. Notwithstanding any other provision of this or any other agreement in respect of the Survey, the parties accept and acknowledge that:
(a) upon completion of the Survey, BCG will be entitled to retain, for its internal purposes and records, one copy of any summary analysis or report created for or relating to you which contain or reflect any information in the Confidential Information, subject to BCG’s ongoing compliance with its obligations under this Agreement;
(b) BCG will be considered the sole owner of the Aggregated Information, with the right to copy, disclose or use the Aggregated Information resulting from the Survey for the purposes of providing it to other participants in the Survey, and for other external and internal purposes;
(c) all rights, title and interest in:
(1) all analytical concepts, approaches, methodologies, or formats developed by BCG or on behalf of BCG; and
(2) all other materials or subject matter not created or prepared for delivery to you,
whether under this Agreement or otherwise, will at all times remain vested in and be retained by BCG
6. BCG acknowledges that damages are inadequate compensation for breach of this Agreement and that you may seek injunctive relief in order to enforce BCG’s obligations under this Agreement.
7. BCG acknowledges that you give no warranty or representation as to the accuracy, correctness or fitness for purpose of any information provided to it by you and that you shall not be liable for any deficiency in such information.
8. In connection with filling out the Survey BCG collects the following personal data of participants: email address, IP address as well as log-in and log-off time. Such personal data will only be processed by BCG for the purpose of carrying out and evaluation of the Survey. Only a limited number of BCG's and its affiliates' personnel will have access to the personal data on a need-to-know basis, subject to confidentiality obligations. In the case of access to personal data by BCG's affiliates, BCG ensures that an adequate level of data protection is ensured at the affiliates. Any such personal data will be anonymized after completion of the Survey and will be used in aggregated form only.
9. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.
Data Protection Agreement
This Data Processing Agreement (the “DPA”) applies to personal data processed by The Boston Consulting Group, Inc., and/or its subsidiaries and affiliated entities (“BCG”) on behalf of you pursuant to your voluntary participation in the benchmarking survey relating to Pricing Maturity Assessment (“the Survey”) if applicable. With respect to personal data processed, you will be the “Data Controller” and BCG will be the “Data Processor,” (or equivalent terms), pursuant to applicable data protection legislation or regulations, including the European Union (EU) Directive 95/46/EC as amended, replaced or superseded from time to time, including by the EU GDPR and laws implementing or supplementing the EU GDPR (the “Applicable Data Protection Laws”). All terms in this DPA shall have the same meaning as in the EU GDPR, and their cognate terms shall be construed accordingly.The subject matter and duration of this DPA arises from your voluntary participation in the Survey, your agreement to the terms and conditions of the Survey and including but not limited to the Confidential Agreement above (collectively, the “Agreement”). In accordance with Applicable Data Protection Laws, we acknowledge and agree as follows:The details of your personal data and its processing are set out in the table below and you acknowledge such table, this DPA, and the Agreement constitutes your documented instructions in relation to processing of your personal data.
BCG shall, and shall cause any person (including any third party and any BCG Affiliate, but excluding an employee of BCG) appointed by or on behalf of BCG to process personal data on behalf of you (a "Subprocessor") in connection with the Agreement to comply with the following requirements:1. Processing. BCG will process personal data only for the purposes specifically authorized by the Agreement. BCG is prohibited from processing personal data for other purposes..2. Security of personal data. BCG will implement and maintain appropriate technical and organizational measures to protect personal data against (i) unauthorized or unlawful Processing and (ii) accidental loss, damage, destruction, alteration, unauthorized disclosure of, or access that, at a minimum, meet the requirements set forth in the measures referred to in Article 32(1) of the EU GDPR.3. BCG personnel. BCG will take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to your personal data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant personal data, as strictly necessary for the purposes of the Agreement, and ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality. 4. Personal data breach. BCG will implement and maintain security incident management policies and procedures and will without undue delay notify you of any personal data breach. BCG shall cooperate with you to fully address the matter and comply with all applicable data protection laws. BCG shall provide all relevant information to you, including the following: (i) a description of the nature of the incident; (ii) the name and contact information of a point of contact where additional information may be obtained; and (iii) a description of measures taken or proposed to be taken to remedy the incident, including measures to mitigate negative effects.5. Data subject rights. If BCG receives a request from you regarding the personal data you disclosed pursuant to your voluntary participation in the Survey, including a request to directly exercise your rights, BCG shall cooperate as is necessary to respond to such requests; 6. Cross-Border Transfer. To the extent BCG processes personal data outside the EEA, including where BCG remotely accesses personal data hosted in the EEA, and the Applicable Data Protection Laws require BCG to implement appropriate safeguards for transferring Personal data outside the EEA, the unchanged version of the Model Clauses shall be deemed incorporated by reference. For the purposes of the Model Clauses, you shall be considered the data exporter and BCG the data importer.7. Retention of personal data. BCG will keep personal data no longer than necessary for the purposes for which it was processed. You may by written notice to BCG require BCG to delete the personal data processed by BCG. BCG shall comply with any such written request. 8. Compliance with Law. BCG will comply with all Applicable Data Protection Laws.
|Nature and purpose of processing||All necessary processing operations to facilitate your voluntary participation in the Survey, including collecting, recording, organizing, storing, adapting or altering, consulting, using, combining the personal data, if applicable.|
|Type of personal data||Any personal data that is provided to BCG by you in connection with your voluntary participation in the Survey.|
|Categories of data subjects||You.|