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 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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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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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 We will disclose information to third parties about your account or the transfers you make:

  • 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) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.

  • 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.

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