Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.
ELECTRONIC TRADING TERMS Scope These clauses apply to your use of any Electronic Services.
Confidential Information Definition Grantee acknowledges it and its employees or agents may, in the course of performing its responsibilities, be exposed to or acquire information that is: (i) confidential to Agency or Project participants or (ii) the disclosure of which is restricted under federal or state law, including without limitation: (a) personal information, as that term is used in ORS 646A.602(12), (b) social security numbers, and (c) information protected by the federal Family Educational Rights and Privacy Act under 20 USC § 1232g (items (i) and (ii) separately and collectively “Confidential Information”).
Shipping Terms All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.
Confidential Information Defined For the purposes of this ARR Agreement, “Confidential Information” means nonpublic proprietary information of a Party (the “Disclosing Party”) that is disclosed to another Party (each such Party, a “Receiving Party”), including but not limited to: (i) business or technical processes, formulae, source codes, object code, product designs, sales, cost and other unpublished financial information, customer information, product and business plans, projections, marketing data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information about employees, customer names, business or technical proposals, and any other information which is or should reasonably be understood to be confidential or proprietary to the Disclosing Party; and (ii) PII (as defined in Section 7.03 of this ARR Agreement). The foregoing definition of Confidential Information applies to: (i) all such information, whether tangible or intangible and regardless of the medium in which it is stored or presented; and (ii) all copies of such information, as well as all memoranda, notes, summaries, analyses, computer records, and other materials prepared by the Receiving Party or any of its employees, agents, advisors, directors, officers, and subcontractors (collectively “Representatives”) that contain or reflect the Confidential Information.
DATA PROCESSING TERMS For the purposes of the Data Protection Legislation, the Sponsor is the Controller, the Participating Site is the Sponsor's Processor and the PIC is the Sub-Processor of the Participating Site in relation to all Processing of Personal Data that is Processed for the purpose of this Study and for any future research use under the Controllership of the Sponsor, that would not have taken place but for this Agreement regardless where that Processing takes place. The Parties acknowledge that whereas the Sponsor is the Controller in accordance with Clause 3.2, the PIC is the Controller of the Personal Data collected for the purpose of providing clinical care to the Participants. This Personal Data may be the same Personal Data, collected transparently and processed for research and for care purposes under the separate Controllerships of the Sponsor and PIC. Where the PIC is the Participating Site's Sub-Processor and thus where the Processing is undertaken by the PIC for the purposes of the Study, Clauses 3.5 to 3.9 below will apply. For the avoidance of doubt, such Clauses do not apply where the PIC is Processing the Participant Personal Data as a Controller. The PIC agrees only to Process Personal Data for and on behalf of the Participating Site in accordance with the instructions of the Participating Site or Sponsor and for the purpose of the Study and to ensure the Sponsor’s and Participating Site’s compliance with the Data Protection Legislation; The PIC agrees to comply with the obligations applicable to Processors described by Article 28 GDPR including, but not limited to, the following: to implement and maintain appropriate technical and organisational security measures sufficient to comply at least with the obligations imposed on the Controller by Article 28(1); to not engage another Processor without the prior written authorisation of the Sponsor (Article 28(2)); to Process the Personal Data only on documented instructions from the Participating Site or Sponsor unless required to do otherwise by legislation, in which case the PIC shall notify the Participating Site before Processing, or as soon as possible after Processing if legislation requires that the Processing occurs immediately, unless legislation prohibits such notification on important grounds of public interest (Article 28(3a)).; to ensure that personnel authorised to Process Personal Data are under confidentiality obligations (Article 28(3b)); to take all measures required by Article 32 GDPR in relation to the security of processing (Article 28(3c)); to respect the conditions described in Article 28(2) and (4) for engaging another Processor (Article 28(3d)); to, taking into account the nature of the Processing, assist the Participating Site and/or the Sponsor, by appropriate technical and organisational measures, insofar as this is possible, to respond to requests for exercising Data Subjects’ rights (Article 28(3e)); to assist the Controller, to ensure compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of the Processing and the information available to the PIC (Article 28(3f)); to, at the choice of the Sponsor, destroy or return all Personal Data to the Sponsor at the expiry or early termination of the Agreement, unless storage is legally required (Article 28(3g)) or where that Personal Data is held by the PIC as Controller for the purpose of clinical care or other legal purposes; and
CONFLICTING TERMS In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.
Reporting Unauthorized Transactions You should notify us immediately if you believe your Access Codes or any Access Devices have been lost or stolen, that someone has gained access to the Security Procedure, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account. To notify us, call us at the number provided in Section 9.6 between 8:00 a.m. to 4:30 p.m. Central Time during a Business Day.
Deliverables for an Authorized User Agreement (Transaction Deliverables must be identified, as a measure of progress in the Authorized User Agreement. A Deliverable as a bulk number of hours is not permissible under the OGS Centralized Contract. Retainage As part of the Mini-Bid, the Authorized User may elect to retain a percentage of each individual Deliverable payment of no more than 20% until the acceptance of the complete Deliverable or project. This retainage may be reduced as described in the Mini-Bid, when the Contractor substantially reduces the time required from the timeframes negotiated between the Authorized User and the Contractor for the completion and acceptance of a Deliverable.
Mandatory Disclosures In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which may include disallowance of costs incurred, withholding of payments, termination of the Agreement, suspension/debarment, etc.