DS Obligations Sample Clauses

DS Obligations. DS will provide Online Services in accordance with the then applicable Service Level Agreement. Customer Data shall be considered as confidential (i) during the period when the Online Services are provided, and (ii) for a period of one (1) year following termination or expiration thereof for Customer Data that have not been destroyed by Customer upon such termination of expiration. DS will make commercially reasonable efforts to implement security processes for the Online Services and Customer Data (i) consistent with industry standards for similar services and (ii) using no less than the same degree of care that it uses with respect to its own confidential information of a similar nature to avoid disclosure, publication or dissemination of such Customer Data. DS is authorized to disclose Customer Data to third parties who have entered into an appropriate confidential disclosure agreement with DS to the extent necessary to provide, maintain and improve the Online Services.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
DS Obligations. DS, as a Processor, will: DS-Verpflichtungen. DS wird als Auftragsverarbeiterin:
Sample 1
DS Obligations. DS will provide Online Services in accordance with the then applicable Service Level Agreement. Customer Data shall be considered as confidential (i) during the period when the Online Services are provided, and (ii) for a period of one (1) year following termination or expiration thereof for Customer Data that have not been destroyed by Customer upon such termination of expiration. DS will make commercially reasonable efforts to implement security processes for the 10.4 Obowiązki DS. DS zapewni Usługi Online zgodnie z obowiązującą wówczas Umową Poziomu Obsługi. Dane Klienta są uważane za poufne (i) w okresie świadczenia Usług Online oraz (ii) przez okres jednego (1) roku po ich wygaśnięciu lub wypowiedzeniu w przypadku Danych Klienta, które nie zostały zniszczone przez Klienta po takim wygaśnięciu lub wypowiedzeniu. DS podejmie ekonomicznie uzasadnione starania w celu wdrożenia procesów bezpieczeństwa w Online Services and Customer Data (i) consistent with industry standards for similar services (ii) by using no less than the same degree of care that it uses with respect to its own confidential information of a similar nature to avoid disclosure, publication or dissemination of such Customer Data. DS is authorized to disclose Customer’s Confidential Information to third parties who have entered into an appropriate confidential disclosure agreement with DS to the extent necessary to provide, maintain and improve the Online Services. zakresie Usług Online i Danych Klienta (i) zgodnie ze standardami branżowymi dla podobnych usług (ii) z zachowaniem co najmniej takiego samego poziomu staranności, jaki stosuje wobec własnych informacji poufnych, lecz w żadnym wypadku nie mniejszego poziomu niż rozsądny poziom staranności, tak by zapobiec ujawnieniu, publikacji lub rozpowszechnieniu Danych Klienta. DS jest uprawniona do ujawnienia Informacji Poufnych osobom trzecim, które zawarły stosowne umowy w przedmiocie zachowania poufności z DS, w stopniu niezbędnym do świadczenia, utrzymania i usprawniania Usług Online. This obligation of confidentiality shall not apply to any information that: (i) is already in the possession of DS without any obligation of confidentiality at the time the information was received from the Customer; (ii) is independently developed by the receiving party without reference to the Customer Data; (iii) is or becomes publicly available without breach of this Agreement; (iv) is rightfully received by DS from a third party without an obligation ...
Sample 1
DS Obligations. DS, as a Processor, will when required by the Applicable Data Protection Legislation:
Sample 1
DS Obligations. DS, as a Processor, will: - to the maximum extent permitted by applicable law and for the duration of use of the DS Offerings, process Customer’s Personal data in accordance with this Agreement, and Customer’s written reasonable instructions, which shall in all circumstances be consistent with such Agreement; - ensure that the persons who are authorized to Process Customer’s Personal Data are bound themselves by an appropriate obligation of confidentiality; - reasonably assist Customer in ensuring compliance with its obligations as a Data Controller regarding sections 32 to 36 of the General Data Protection Regulation, taking into account the nature of Processing as described in the Agreement. If DS has reason to believe or is convinced that a Personal Data Breach impacting Customer has occurred, DS will
Sample 1
DS Obligations. DS, as a Processor, will: - to the maximum extent permitted by applicable law and for the duration of use of the DS Offerings, process Customer’s Personal data in accordance with this Agreement, and Customer’s written reasonable instructions, which shall in all circumstances be consistent with such Agreement; - ensure that the persons who are authorized to Process Customer’s Personal Data are bound themselves by an appropriate obligation of confidentiality; - reasonably assist Customer in ensuring compliance with its obligations as a Data Controller regarding sections 32 to 36 of the General Data Protection Regulation, taking into account the nature of Processing as described in the Agreement. If DS has reason to believe or is convinced that a Personal Data Breach impacting Customer has occurred, DS will (i) notify the incident to Customer without undue delay after becoming aware of such Personal Data Breach, (ii) provide Customer with available information allowing it to comply with its notification obligations with competent supervisory authority; - reasonably assist Customer to fulfil its obligations in response to requests from Data Subjects to exercise their rights under Applicable Data Protection Legislation in a manner consistent with the use of the DS Offerings and DS’s role as a Processor. - make available to Customer all necessary information in its possession to demonstrate Customer’s compliance with its obligations provided for by the Applicable Data Protection Legislation and reflected in this section and, in case compliance with Applicable Data Protection Legislation cannot be evidenced through the appropriate documentation provided by DS, allow for, an audit. Such audit will be (i) notified to DS in writing at least thirty
Sample 1
DS Obligations. DS, as a Processor, will: DS-Verpflichtungen. DS wird als Auftragsverarbeiterin: - to the maximum extent permitted by applicable law and for the duration of use of the DS Offerings, process Customer’s Personal data in accordance with this Agreement, and Customer’s written reasonable instructions, which shall in all circumstances be consistent with such Agreement; - im nach geltendem Recht größtmöglichen Umfang und für die Dauer der Nutzung der DS-Angebote die Personenbezogenen Daten des Kunden in Übereinstimmung mit dieser Vereinbarung und den angemessenen schriftlichen Instruktionen des Kunden verarbeiten, wobei diese Verarbeitung unter sämtlichen Umständen im Einklang mit dieser Vereinbarung steht, - ensure that the persons who are authorized to Process Customer’s Personal Data are bound themselves by an appropriate obligation of confidentiality; - sicherstellen, dass die Personen, die zur Verarbeitung der Personenbezogenen Daten des Kunden befugt sind, selbst durch eine geeignete Vertraulichkeitspflicht gebunden sind, - reasonably assist Customer in ensuring compliance with its obligations as a Data Controller regarding sections 32 to 36 of the General Data Protection Regulation, taking into account the nature of Processing as described in the Agreement. If DS has reason to believe or is convinced that a Personal Data Breach impacting Customer has occurred, DS will (i) notify the incident to Customer without undue delay after becoming aware of such Personal Data Breach, (ii) provide Customer with available information allowing it to comply with its notification obligations with competent supervisory authority; - den Kunden in angemessenem Rahmen dabei unterstützen, die Einhaltung seiner Verpflichtungen als ein Daten-Verantwortlicher in Bezug auf Abschnitte 32 bis 36 der Datenschutz- Grundverordnung unter Berücksichtigung der Art der in der Vereinbarung beschriebenen Verarbeitung sicherzustellen. Wenn DS Grund zu der Annahme hat oder davon überzeugt ist, dass eine Verletzung des Schutzes Personenbezogener Daten vorliegt, die Auswirkungen auf den Kunden hat, so wird DS (i) den Vorfall dem Kunden unverzüglich, nachdem sie Kenntnis dieser Verletzung des Schutzes Personenbezogener Daten erlangt hat, melden, (ii) dem Kunden verfügbare Informationen erteilen, die diesem gestatten, seinen Meldepflichten gegenüber der zuständigen Aufsichtsbehörde nachzukommen, - reasonably assist Customer to fulfil its obligations in response to requests from Data Subjects to ex...
Sample 1
AutoNDA by SimpleDocs
DS Obligations. DS, as a Processor, will: Ubicazione del Trattamento dei Dati Personali. Affinché DS fornisca i Servizi Online, il Cliente nomina DS come Responsabile del Trattamento e concorda che i Dati Personali forniti dal Cliente (Dati Personali del Cliente) possano essere trasferiti, archiviati, consultati e Trattati in qualsiasi Paese in cui DS o i suoi Sub- Responsabili del Trattamento siano localizzati. DS garantirà che gli stessi obblighi in materia di protezione dei dati previsti nel Contratto siano posti in capo ai Sub-Responsabili del Trattamento mediante un contratto e/o clausole contrattuali tipo adottate dalla Commissione Europea in modo tale che il Trattamento soddisfi i requisiti previsti dalla Normativa applicabile in materia di Protezione dei Dati Personali. Obblighi di DS. In qualità di Responsabile del Trattamento, DS:
Sample 1
DS Obligations. With respect to any Creative Materials, DS shall and shall cause all of DS's Personnel, including GMR, to: (a) Treat all information with respect thereto as Confidential Information of the Company; (b) Keep complete and accurate records thereof, which records shall be the property of the Company; (c) Give to the Company and its attorneys all reasonable and requested assistance in preparing such application; (d) From time to time, upon the request and at the expense of the Company, but without payment to DS or DS's Personnel by the Company of additional consulting fees, execute all assignment or other instruments required to transfer and assign to the Company (or as it may direct) all Creative Materials, and all patents and applications for patents, copyrights or applications for registration of copyrights, covering such inventions or otherwise required to protect the rights and interests of the Company; (e) Testify in any proceedings or litigation as to any Creative Materials; and (f) In case the Company shall desire to keep secret any Creative Materials, or shall for any reason decide not to have letters patent applied for thereon, refrain from applying for letters patent thereon.
Sample 1

Related to DS Obligations

  • City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Client’s Obligations 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

  • Customer’s Obligations 7.1 The Customer shall: (a) comply with: (i) the terms of the Connection Procedures when connecting Authorised Users to the Services; (ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time; (b) provide Xxxxxxxx with: (i) all necessary co-operation in relation to these terms and conditions; and (ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (c) comply with all applicable laws and regulations with respect to its activities under the Agreement; (d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights; (e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions; (f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services; (g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services; (h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of: (i) health and safety; (ii) quality of the Services; (iii) an emergency; or (iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations; (i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any; (j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs; (k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions; (l) be solely responsible for maintaining the security of any equipment connected to the Services; and (m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to: (a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); (b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and (c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).

  • Processor’s Obligations Except where expressly permitted by Article 28 (3)(a) GDPR, Processor shall process data subjects’ Data only within the scope of the Agreement and the instructions issued by Controller. Where Processor believes that an instruction would be in breach of applicable law, Processor shall notify Controller of such belief without undue delay. Processor shall be entitled to suspend performance on such instruction until Controller confirms or modifies such instruction. Processor shall, within Processor’s scope of responsibility, organize Processor’s internal organization so it satisfies the specific requirements of data protection. Processor shall implement technical and organizational measures to ensure the adequate protection of Controller’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Processor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Controller is familiar with these technical and organizational measures, and it shall be Controller’s responsibility that such measures ensure a level of security appropriate to the risk. The parties agree to refer to the existing certification of Processor by Kiwa International Cert GmbH in accordance with DIN ISO/IEC 27001:2015 which is considered sufficient evidence for these purposes by Controller and which is available on the website of Processor (xxx.xxxxxxx.xxx). Processor reserves the right to modify the measures and safeguards implemented, provided, however, that that the level of security shall not be less protective than initially agreed upon. Processor shall support Controller, insofar as is agreed upon by the parties, and where possible for Processor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR. Processor shall ensure that all employees involved in Contract Processing of Controller’s Data and other such persons as may be involved in Contract Processing within Processor’s scope of responsibility shall only do so within the scope of the instructions. Furthermore, Processor shall ensure that any person entitled to process Data on behalf of Controller has undertaken a commitment to confidentiality under terms similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Contract Processing. Processor shall notify Controller without undue delay if Processor becomes aware of any Data breaches within Processor’s scope of responsibility. Processor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Processor shall coordinate such efforts with Controller without undue delay. Processor shall notify to Controller the point of contact for any issues related to data protection arising out of or in connection with the Agreement. The Exhibit provides for a list of the initially designated persons. Processor shall correct or erase Data if so instructed by Controller and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Processor shall, based on Controller’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Controller. In specific cases designated by Controller, such Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. Processor shall, upon termination of Contract Processing and upon Controller’s instruction, return all Data, carrier media and other materials to Controller or delete the same. Where a data subject asserts any claims against Controller in accordance with Article 82 of the GDPR, Processor shall support Controller in defending against such claims, where possible at Controller’s cost as set out in Section 6 para. 3. Controller shall notify Processor without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by Controller in the results of Processor’s work.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!