When a Dash Customer is being bought by a new company and would like to transfer their Data to their purchaser they need to fill out the following form:
CREATE COPY - DO NOT EDIT
This Data Transfer Agreement (this “Agreement”) is entered into as of the later of the date signed by a party below (“Effective Date”), by and between [Recipient Name] (“Recipient”), a [State] corporation with its principal place of business located at [Recipient Location], and [Transferor Name], Inc. (“Transferor”), a [State] corporation with its principal place of business located at [Transferor Location].
WHEREAS, the Parties desire Transferor to transfer information relating to Transferor and Transferor’s Dash customers, to Recipient, to enable Recipient to use that information in Dash;
NOW THEREFORE, the Parties agree as follows:
Transfer of Data. Transferor agrees to allow Dash to copy,[Definition of data to be transferred], as requested by Transferor, necessary for the Recipient into their Dash database (collectively, “Transferor Data”). Recipient will execute a Dash service agreement prior to making a data transfer request. Dash will copy Transferor’s Data into the Recipient’s Dash database within a reasonable time following Recipient’s request sent to Dash at [email protected]. Recipient will provide Dash with a copy of this Agreement in such request.
Data Usage. Transferor Data will be used by Recipient in their Dash database to run their facility in a manner consistent with the terms of their Dash service agreement.
Confidentiality.
3.1 Confidential Information Defined. A party’s “Confidential Information” is defined as any information of the disclosing party, which (i) if disclosed in a tangible form is marked using a legend such as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential, or (ii) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential. Confidential Information shall include, the terms of this Agreement; the integration requirements; information accessed via the Payflow APIs; information relating to the Transferor’s systems, technology, processes, and financial information; Transferor’s user ID; information relating to Transferor’s business, security and technology; and all user data and customer information (including user IDs and passwords) regardless of whether marked “Confidential.”
3.2 Mutual Obligations. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as required to perform its obligations under this Agreement. Such restrictions shall not apply to Confidential Information that (i) is already known by the recipient, (ii) becomes publicly known through no act or fault of the recipient, (iii) is received by recipient from a third party without a restriction on disclosure or use, or (iv) is independently developed by recipient without reference to the Confidential Information or (v) where Confidential Information is required to be disclosed by a court, government agency, law enforcement agency, regulatory requirement, or similar disclosure requirement. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or early termination of this Agreement or until such time as such information becomes public information through no fault of the receiving party. Upon termination or expiration of this Agreement, the receiving party shall immediately return to the disclosing party all manifestations of the Confidential Information or shall destroy all such Confidential Information as the disclosing party may designate; provided that such action may be delayed for so long as, and to the extent that, such Confidential Information relates to outstanding payment obligations or is subject to audit, reporting, or retention requirements under this Agreement or applicable law.
Notices. Any notices required under the Agreement must be in writing and may be delivered by hand or by courier, or sent by mail (return receipt requested) to the address of the parties shown on this Agreement or any alternative address of which a party notifies the other in writing.
Miscellaneous. This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understanding between the parties hereto, with respect to the subject matter hereof. This Agreement shall be construed in accordance with and governed by the laws of the State of WA, without regard to principles of conflicts of law. The parties hereby consent to the exclusive jurisdiction of state and federal courts in Seattle, WA. This Agreement may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and facsimile or scanned signatures shall be as effective and binding as original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date:
[Transferor] [Recipient]
By: __________________________ By: _______________________________
Title: _________________________ Title: ______________________________
Date: _________________________ Date: ______________________________
Signature: ____________________ Signature: __________________________