Disclosure of and Access to Personal Information Sample Clauses

Disclosure of and Access to Personal Information. (a) Service Provider shall limit access to Personal Information to its Personnel who have a need to know the Personal Information as a condition to Service Provider’s performance of the Services and who have explicitly agreed in writing to comply with legally-enforceable privacy, confidentiality and security obligations that are substantially similar to those required by this Addendum. (b) Customer authorizes Service Provider to appoint Sub-processors (the “Sub-Processors”) in accordance with this Section IV (2) (b). Service Provider may continue to use those Sub-Processors already engaged by Service Provider as of the date of this Addendum, as enlisted in Appendix 1 to this Addendum. In addition, Customer (a) acknowledges that some Sub-Processors may utilize their own sub-processors to provide services to the Service Provider and (b) authorizes the use of such sub-processors by Service Provider’s appointed Sub-Processors. Service Provider shall give Customer prior written notice of the appointment of any new Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processor. If, within five (5) Business Days of receipt of that notice, Customer notifies Service Provider in writing of any objections (on reasonable grounds) to the proposed appointment: (a) Service Provider shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Sub-Processor; and (b) where: (i) such a change cannot be made within thirty (30) business days from Service Provider’s receipt of Customer’s notice; (ii) no commercially reasonable change is available; and/or (iii) Customer declines to bear the cost of the proposed change, notwithstanding anything in the Agreement, either Party may by written notice to the other Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Sub-Processor. With respect to each Sub-Processor, Service Provider shall: (a) before the Sub-Processor first Processes Customer Personal Data (or, as soon as reasonably practicable), carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Customer Personal Information required by this Addendum; and (b) ensure that the arrangement between Service Provider and the Sub-Processor is governed by a written contract including terms which offer...
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Disclosure of and Access to Personal Information. 5.1 Supplier shall take reasonable steps to ensure the reliability of any Authorized Persons who may have access to VWGoA Data or VWGoA Systems, ensuring in each case that access is strictly limited to those Authorized Persons who need to know / access the relevant VWGoA Data or VWGoA Systems, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Law in the context of that Authorized Persons’ duties to VWGoA, ensuring that all such Authorized Persons are subject to confidentiality undertakings or professional or statutory obligations of confidentiality and do not Process VWGoA Data or access VWGoA Systems except on the written instructions of VWGoA and in accordance with the Agreement and this DPSA. 5.3 Supplier shall instruct all Authorized Persons to whom it provides VWGoA Data or allows access to VWGoA Systems to implement appropriate safeguards to protect the VWGoA Data or VWGoA Systems, which provide at least the same degree of protection as the terms of this DPSA, and to immediately report to Supplier any actual or potential Security Breach involving VWGoA Data or VWGoA Systems of which they become aware. Supplier shall be responsible for and remain liable for each Authorized Person’s compliance with the terms of this DPSA. 5.4 Supplier shall limit access to VWGoA Data and VWGoA Systems by Authorized Persons to ensure that any given Authorized Person receives only the level of access necessary to perform their job functions to provide the Services to VWGoA. 5.5 Supplier shall provide VWGoA with the name and contact details of the person who is responsible for compliance with this DPSA within Supplier. 5.6 Supplier shall not disclose the VWGoA Data or allow access to VWGoA Systems to any third party beyond Authorized Persons, unless required to do so by law to which the Supplier is subject; in such a case, the Supplier shall inform VWGoA of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
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Disclosure of and Access to Personal Information. (A) S&SC shall not share, transfer, disclose, make available or otherwise provide access to any Personal Information to any non-party, except as necessary for the provision of Products to Customer or as otherwise permitted by the Agreement. Where S&SC provides access to Personal Information to a non-party (“Sub-Processor”), S&SC shall enter into a written agreement with each Sub-Processor that imposes substantially similar obligations on the Sub- Processor as those imposed on S&SC under this addendum. Where the Sub-Processor fails to fulfil its obligations, S&SC shall remain fully liable to Customer for the performance of such Sub-Processor’s obligations. Upon written request, S&SC shall provide Customer with a list of its Sub-Processors that Process Personal Information. (B) S&SC shall not Sell Personal Information, and the Parties hereto acknowledge and agree that Customer does not Sell Personal Information to S&SC in connection with the Products provided by S&SC on behalf of Customer pursuant to the Agreement. (C) Customer agrees that S&SC may transfer, transmit or disclose Personal Information anywhere in the world where Dealer or its Sub-Processors maintain data Processing operations as necessary to provide the Products to Customer. (D) Customer acknowledges that its use of the Products is restricted to North American facilities. Customer states that S&SC will not Process Personal Information relating to individuals in the EEA and Switzerland. (E) S&SC shall promptly inform Customer in writing of any enquiries, complaints or requests with respect to Personal Information received from consumers, employees, agents, consultants, contractors or others. S&SC shall respond to such requests in accordance with Customer’s instructions. (F) S&SC shall reasonably cooperate with Customer if an individual requests access or updates to, or deletions of, his or her Personal Information, requests the restriction of, or objects to, the Processing of his or her Personal Information, or makes a data portability request for any reason. Customer shall be responsible for any expenses that S&SC incurs under this section III(F). (G) S&SC shall implement and maintain a documented procedure for reviewing and responding to Government Authority Requests. Such procedure shall require that S&SC shall: (1) To the fullest extent permitted by law, promptly notify Customer, in writing, of any such Government Authority Request and cooperate with Customer in responding to such request; ...
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Disclosure of and Access to Personal Information. (A) S&SC shall not share, transfer, disclose, make available or otherwise provide access to any Personal Information to any non-party, except as necessary for the provision of Products to Customer or as otherwise permitted by the Agreement or required by applicable law. Where S&SC provides access to Personal Information to a non-party for the purpose of providing the Products to Customer (“Sub-Processor”), S&SC shall enter into a written agreement with each Sub-Processor that imposes substantially similar obligations on the Sub-Processor as those imposed on S&SC under this addendum. Where the Sub-Processor fails to fulfil its obligations, S&SC shall remain fully liable to Customer for the performance of such Sub-Processor’s obligations. Upon written request, S&SC shall provide Customer with a list of its Sub-Processors that Process Personal Information. (B) S&SC shall not Sell Personal Information, and the Parties hereto acknowledge and agree that Customer does not Sell Personal Information to S&SC in connection with the Products provided by S&SC on behalf of Customer pursuant to the Agreement. (C) Customer agrees that S&SC may transfer, transmit, disclose or otherwise Process Personal Information anywhere in the world where S&SC or its Sub-Processors maintain data Processing operations as necessary to provide the Products to Customer. For the avoidance of doubt, Customer acknowledges that S&SC and its Sub-Processors transfer and store Customer Content, including any Personal Information, in the United States. Customer shall take all steps required pursuant to Privacy Laws to permit S&SC and its Sub-Processors to Process Personal Information outside the province and country where the Customer and the relevant individuals are located, including without limitation, providing any required notices and conducting any required assessments with respect to such cross-border data Processing activities. (D) Customer acknowledges that its use of the Products is restricted to North American facilities. Customer states that S&SC will not Process Personal Information relating to individuals in the EEA, UK or Switzerland. (E) S&SC shall promptly inform Customer in writing of any enquiries, complaints or requests with respect to Personal Information received from consumers, employees, agents, consultants, contractors or others, unless restricted from doing so under applicable law. Subject to any requirements applicable to S&SC under applicable laws, including the Privacy ...
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Related to Disclosure of and Access to Personal Information

  • Disclosure of Personal Information You agree that any information provided in the application form, at our request or otherwise collected during the operation of your Account (“Personal Information”) and any data derived from your Personal Information may be disclosed to:

  • Disclosure of Account Information to Third Parties It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:

  • Personal Information 23.1 Subject to any applicable laws, the Licensee authorises XXXXX to: 23.1.1 use any Personal Information that SAMRO for the purposes of processing, executing and administering the Agreement; calculating Licence Fees; collecting the Licence Fees; 23.1.2 informing the Licensee of any SAMRO news and information or information relating to the Agreement; 23.1.3 informing the Licensee of any amendment, Tariff amendment or General Amendment to this Agreement. 23.1.4 access the Licensees Personal Information from credit bureaux relating to the Licensees payment profile for purposes of financial risk assessment, fraud prevention and debtor tracing and that we may disclose the necessary Personal Information to any such credit bureaux. 23.1.5 obtain, capture store, process, analyse and use the Licensees personal information for SAMRO marketing purposes in relation to XXXXX’s business of managing its Repertoire.

  • YOUR PERSONAL INFORMATION 17.1 We collect certain information about the purchaser and the users of the Card in order to operate the Card programme. IDT Financial Services Limited is the data controllers of Your personal data, and will manage and protect Your personal data in accordance with applicable law.IDT Financial Services Limited receives card services from First Data Slovakia s.r.o., which acts as a data processor for IDT Financial Services Limited. 17.2 We may transfer Your personal data outside the EEA to Our commercial partners where necessary to provide Our services to You, such as customer service, account administration, financial reconciliation, or where the transfer is necessary as a result of Your request, such as the processing of any international transaction. When We transfer personal data outside the EEA, We will take steps to ensure that Your personal data is afforded substantially similar protection as personal data processed within the EEA. Please be aware that not all countries have laws to protect personal data in a manner equivalent to that of the EEA. Your use of Our products and services will indicate to Us that You agree to the transfer of Your personal data outside the EEA. If You withdraw Your consent to the processing of Your personal data or its transfer outside the EEA, which You can do by using the contact details in clause 15, We will not be able to provide Our services to You. Therefore, such withdrawal of consent will be deemed to be a termination of the Agreement. 17.3 Unless You have provided Your explicit permission, Your personal data will not be used for marketing purposes by Us or Our commercial partners (unless You have independently provided Your consent to them directly), nor will it be shared with third parties unconnected with the Card scheme. 17.4 You have the right to request details of the personal information that is held about You, and You may receive this by writing to our Customer Service Center. 17.5 Please refer to the Privacy Policy of IDT Financial Services Limited xxxx://xxx.xxxxxxxxxx.xxx/privacypolicy.pdf for full details, which You accept by accepting the Agreement.

  • Disclosure of Confidential Information Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 25.14 (Relationship with the Lenders)); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

  • Information and Access (a) From the date of this Agreement until the Effective Time, but subject to Section 5.27, upon reasonable notice and subject to applicable Law, the Company will, and will cause its Subsidiaries, and will direct its and their officers, directors, employees, contractors, Representatives and Affiliates to, afford to the officers, employees, counsel, bankers, accountants and other authorized Representatives of Parent and the Parent Special Committee reasonable access during normal business hours and upon reasonable prior notice to all its properties, personnel, books and records for purposes of satisfying Parent’s rights and obligations under this Agreement and furnish promptly to such Persons such information concerning its business, properties, personnel and affairs as such Persons will from time to time reasonably request for purposes of satisfying Parent’s rights and obligations under this Agreement. The Company shall be entitled to have a Representative present at all times during any such inspection, and all such inspections granted pursuant to this Section 5.8 shall be subject to the Company’s reasonable security measures. Subject to the terms of this Agreement, the Company shall maintain and exercise complete control and supervision over the Company and its Subsidiaries. (b) From the date of this Agreement until the Effective Time, subject to applicable Law, Parent shall act reasonably and in good faith in responding to such requests for information as the Company will from time to time reasonably make, to the extent reasonably necessary to enable the Company to consummate the transactions contemplated hereby in accordance with the terms herewith and consistent with the Company’s rights and obligations under this Agreement. (c) No investigation or information provided pursuant to this Section 5.8 shall affect or otherwise obviate or diminish any representations or warranties of any Party or conditions to the obligations of any Party. (d) Each of the Company and Parent will hold all information furnished by or behalf of the other Party or its Representatives pursuant to this Section 5.8 in confidence in accordance with the provisions of that certain Non-Disclosure Agreement, dated as of August 29, 2024 (the “Confidentiality Agreement”), by and between the Company and Parent, provided that Parent shall be permitted to provide information to A/N on a confidential basis as reasonably requested by A/N and Parent shall use reasonable best efforts to cause A/N to comply with the confidentiality and use restrictions set forth in the Confidentiality Agreement with respect to such information. (e) Nothing in this Section 5.8 or in any other part of this Agreement shall require the Company or Parent, as applicable, to permit any inspection of, or to disclose: (i) any information concerning Alternative Company Transaction Proposals or Alternative Parent Transaction Proposals, which shall be governed by Section 5.3 and Section 5.4 (in the case of Alternative Company Transaction Proposals) and Section 5.5 and Section 5.6 (in the case of Alternative Parent Transaction Proposals); (ii) any information regarding the deliberations of the Company Board, Parent Board or Parent Special Committee, as applicable, with respect to the transactions contemplated hereby or any similar transaction or transactions with any other Person, the entry into this Agreement, or any materials provided to the Company Board, Parent Board or Parent Special Committee, as applicable, in connection therewith; (iii) materials prepared by the Parent Special Committee’s or Parent’s financial or legal advisors or by the Company’s financial or legal advisors; or (iv) materials the disclosure of which (A) would jeopardize any attorney-client or other privilege or (B) would contravene any applicable Law, fiduciary duty or confidentiality obligation, provided, that Parent and the Company shall use commercially reasonable efforts to take such actions as may be reasonably required to allow such disclosure to be provided to the other Party or its Representatives without waiving privilege or causing a violation of applicable Law, fiduciary duty or confidentiality obligation. (f) Without limiting the generality of Section 5.8(a), from the date of this Agreement until the Effective Time, the Company will, and will cause its applicable Non-GCI Subsidiaries (and, solely until the consummation of the GCI Divestiture, GCI and its Subsidiaries) to, (i) with respect to any U.S. federal income or other material Tax Return of the Company or any of its Non-GCI Subsidiaries (or, solely with respect to taxable periods (or portions thereof) that end on or prior to the consummation of the GCI Divestiture, GCI and its Subsidiaries) that is required to be filed after the date of this Agreement, make commercially reasonable efforts to deliver a draft of such Tax Return to Parent for review and comment at least fifteen (15) days before it is due and consider in good faith Parent’s reasonable comments received by the Company within five (5) days after Parent received such Tax Return, (ii) with respect to any material Tax audit, action or other proceeding with respect to the Company or any of its Non-GCI Subsidiaries (or, solely with respect to taxable periods (or portions thereof) that end on or prior to the consummation of the GCI Divestiture, GCI and its Subsidiaries), promptly provide any updates (including any communications from a Governmental Authority) to Parent, and (iii) provide to Parent and its Subsidiaries such cooperation, documentation and information as Parent reasonably may request in connection with the foregoing.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

  • Disclosure of Account Information We may disclose information to third parties about Your Account or transfers You make: (1) when it is necessary to complete an electronic transaction; or (2) in order to verify the existence and conditions of Your Account for a third party such as a credit bureau or merchant; or (3) in order to comply with a government agency or court order, or any legal process; or (4) if You give Us written permission.