premise: The Vendor shall: (1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a “need to know” basis in furtherance of the Limited Purpose (“Authorised Employees”), and shall not use any Confidential Information for any purpose other than the Limited Purpose; (2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (“Controlled Premises”); (3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises; (4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and (5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use). 2.3  In the event that the Parties do not execute any agreement for the Services or upon demand by ISCA, the Vendor undertakes to forthwith: (1) return all Confidential Information (including all originals and copies) to ISCA; or (2) where  (1) is not possible, at ISCA’s option, destroy, erase, delete, or securely dispose of such Confidential Information, and to furnish ISCA with a written confirmation, certifying that no copies of the Confidential Information have been made, reproduced, retained, or distributed by itself, its employees, or any third parties, without prejudice to the obligations of confidentiality hereunder. 3. Employee Undertakings 3.1  The Vendor shall, before any permitted disclosures are made to any employees pursuant to Clause 2.2(1), inform such employees of the Vendor’s obligations under this Agreement and bind such employees to observe the terms of this Agreement. 3.2  For the avoidance of doubt, the Vendor shall be responsible for ensuring its employees’ strict compliance with the terms of this Agreement. 