EU SCCs Sample Clauses

EU SCCs. Where Zendesk processes Personal Data that is subject to the GDPR in a country that has not received an adequacy decision from the EU Commission and if Section 6.2 (Binding Corporate Rules) does not apply, the Parties hereby incorporate the EU SCCs by reference. Where the EU SCCs apply, they will be deemed completed as follows: (i) Module 2 (Controller to Processor) will apply where Subscriber is a controller of Service Data and Zendesk is a processor of Service Data; Module 3 (Processor to Processor) will apply where Subscriber is a processor of Service Data and Zendesk is a processor of Service Data. (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9(a), Option 2 “General Written Authorisation” will apply, and the time period for prior notice of Sub- processor changes shall be as set out in Section 4 of this DPA; (iv) in Clause 11, the optional language will not apply; (v) in Clause 17, Option 1 will apply and will be governed by the laws provided in the MSA. If the MSA is not governed by an EEA member state law, then the laws of Ireland shall govern; (vi) in Clause 18(b), disputes shall be resolved before the courts provided in the MSA. If the MSA does not provide courts in an EEA Member State, the parties agree to the courts of Dublin; (vii) Annex I.A and I.B and Xxxxx XX of the EU SCCs shall be deemed completed with the information set out in (viii) in Annex I.C of the EU SCCs, where the data exporter is established in the EEA shall be the Supervisory Authority with responsibility for ensuring compliance by the data exporter with GDPR as regards the data transfer. Where the data exporter is not established in the EEA, but is within the territorial scope of application of GDPR in accordance with Article 3(2) and has appointed a representative pursuant to Article 27(1), the Supervisory Authority shall be the member state in which the representative within the meaning of Article 27(1) is established. If the data exporter is not established in the EEA, but falls within the territorial scope of application of GDPR without having to DocuSign Envelope ID: 15762B11-1782-411F-A2AD-ACE39FD21DF9 appoint a representative pursuant to Article 27(2), the Supervisory Authority of Ireland shall act as the competent Supervisory Authority. Nothing in the interpretations in this Section 6.3 is intended to conflict with either Party's rights or responsibilities under the EU SCCs and, in the event of any such conflict, the EU SCCs shall prevail...
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EU SCCs. For the purposes of the EU SCCs, the following shall apply (i) the ‘data exporter’ is Twitter and the ‘data importer’ is you, (ii) the Module Two terms are selected where Twitter is the controller and Module Three terms are selected where Twitter is the processor acting on behalf of TIUC or the European Affiliates (as applicable), (iii) in Clause 7, the optional docking clause applies;
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EU SCCs. To the extent the Applicable Data Protection Laws apply to the transfer of Customer Personal Information from a Member State within the European Economic Area (“EEA”) and/or Switzerland to countries which do not ensure an adequate level of data protection within the meaning of such Applicable Data Protection Laws, Customer and GGS hereby incorporate the unmodified European Union Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 attached as Schedule 1 (“EU-SCCs”).
Sample 1
EU SCCs. For the purposes of the EU SCCs, the following shall apply (i) the ‘data exporter’ is Twitter and the ‘data importer’ is you, (ii) the Module Two terms are selected where Twitter is the controller and the Module Three terms are selected where Twitter is the processor acting on behalf of TIUC or European Affiliates (as applicable), (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 1 applies and the time period for prior notice of Subprocessor changes is set out in this DPA, (v) in Clause 11, the optional language does not apply, (vi) in Clause 17, Option 1 applies and the EU SCCs are governed by Irish law, (vii) in Clause 18(b), disputes will be resolved before the courts of Ireland, (viii) in Annex 1.A and Annex 1.B, the details of the parties and the transfer are set out in the Agreement and the applicable Statement of Work, (ix) in Clause 13(a) and Annex 1.C, the Irish Data Protection Commissioner will act as competent supervisory authority, (x) in Annex 2, the description of the technical and organizational security measures is set out in the applicable Statement of Work, and (xi) in Annex 3, the list of Subprocessors is set out in the applicable Statement of Work.
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EU SCCs. The parties agree that the 2021 Standard Contractual Clauses will apply to Personal Data that is transferred via the Services from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Data. For data transfers from the EEA that are subject to the EU SCCs, the applicable EU SCCs will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows: a. Module One (Controller to Controller) of the EU SCCs will apply where Dialpad is processing Customer Data for the purposes of Vi Training and improvement of the Services. b. Module Two (Controller to Processor) of the EU SCCs will apply where Customer is a controller of Customer Content and Dialpad is processing Customer Data for the sole purpose of providing the Services pursuant to the Agreement.
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EU SCCs. The parties hereby agree to the Standard Contractual Clauses (the “SCCs”), Module 2, Transfer Controller to Processor, as set forth in Schedule 1 to this DPA which are incorporated herein by reference. Processor will process all Personal Data from the E.U. in accordance with the Standard Contractual Clauses. For purposes of complying with the Standard Contractual Clauses, the parties agree that Service Provider will be the “data importer” and Customer will be the “data exporter”.
Sample 1
EU SCCs. Where Kwick processes personal data that is subject to the GDPR in a country that has not received an adequacy decision from the EU Commission, the Parties hereby incorporate the EU SCCs by reference. The Parties are aware of that an export of personal data outside EU/EEA, in addition to conclusion of EU SCC, may require that Kwick must provide supplementary measures that are necessary to bring the level of protection of the personal data in the recipient country to the EU standard of essential equivalence and provide Customer certain guarantees of compliance regarding such export outside EU/EEA. Where the EU SCCs apply, they will be deemed completed as follows:
Sample 1
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EU SCCs. For the purposes of the EU SCCs, the following shall apply (i) the ‘data exporter’ is Twitter and the ‘data importer’ is you, (ii) the Module Two terms are selected where Twitter is the controller and Module Three terms are selected where Twitter is the processor acting on behalf of TIUC or the European Affiliates (as applicable), (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 1 applies and the time period for prior notice of Sub- 6. 트위터 정보의 국가간 이전. a. 비유럽 정보의 이전. 공급자가 트위터 유럽 정보 이외의 트위터 정보를 다른 국가로 이전하고자 하고 관계정보보호법률상 해당 정보 이전에 앞서 특정 조치를 실시하도록 요구되는 경우, 공급자는 상호 합의에 따라 해당 조치를 실시하기로 한다. b. 유럽 정보의 이전. 공급자가 유럽연합, EFTA 국가, 영국 외부 지역으로서 해당 정보 이전에 관한 유럽연합, 영국 또는 스위스 당국(해당되는 경우에 따름)의 적합성 결정이 적용되지 않는 관할지역에 소재하거나 트위터 유럽 정보를 그러한 지역으로 이전하는 경우, 표준계약조항이 본 부칙에 언급으로써 포함되기로 하며 본 부칙의 필수적 일부을 구성한다. “표준계약조항”이란 (i) 2021 년 6 월 4 일자 유럽집행위원회시행결정 제 2021/914 호에 첨부된 표준 계약 조항(“EU SCC”) 또는 (ii) 영국 정보보호법률의 보호를 받는 개인정보를 적법하게 이전함에 있어 EU SCC 에 의존할 수 없는 경우 영국 GDPR 제 46 조에 따라 채택 또는 허용된 표준 정보보호 조항(“UK SCC”)을 의미한다. 또한 공급자가 개인정보보호쉴드(Privacy Shield)에 따라 미국에서 해당 트위터 유럽 정보를 처리하도록 인증을 받은 경우, 공급자는 개인정보보호쉴드 원칙을 준수할 것을 진술 및 보증한다.
Sample 1
EU SCCs. The Standard Contractual Clauses will apply to any Processing of Covered Data that is subject to the GDPR. For the purposes of the Standard Contractual Clauses: 1.1 Clause 7 of the Standard Contractual Clauses (Docking Clause) does not apply. 1.2 Clause 9(a) option 2 (General written authorization) is selected, and the time period to be specified is determined in clause V(C) of the DPA. 1.3 The option in Clause 11(a) of the Standard Contractual Clauses (Independent dispute resolution body) does not apply. 1.4 With regard to Clause 17 of the Standard Contractual Clauses (Governing law), the Parties agree that, option 1 will apply and the governing law will be the law of Spain. 1.5 In Clause 18 of the Standard Contractual Clauses (Choice of forum and jurisdiction), the Parties submit themselves to the jurisdiction of the courts of Spain. 1.6 For the purpose of Annex I of the Standard Contractual Clauses, Schedule 1 of the DPA contains the specifications regarding the parties, the description of transfer, and the competent supervisory authority 1.7 For the purpose of Xxxxx XX of the Standard Contractual Clauses, Schedule 2 of the DPA contains the technical and organizational measures.
Sample 1

Related to EU SCCs

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Tests and Preclinical and Clinical Trials The preclinical studies and clinical trials conducted by or, to the Company’s knowledge, on behalf of the Company, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, and are intended to be submitted to the U.S. Food and Drug Administration (the “FDA”) or other comparable government entities, were and, if still ongoing, are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all Authorizations and Applicable Laws, including, without limitation, current Good Clinical Practices and Good Laboratory Practices and any applicable rules and regulations of the jurisdiction in which such trials and studies are being conducted; the descriptions of the results of such studies and trials contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, to the Company’s knowledge, accurate and complete in all material respects and fairly present the data derived from such studies and trials; except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any studies or trials, the results of which the Company believes reasonably call into question the study or trial results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus when viewed in the context in which such results are described and the clinical stage of development; and, except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has not received any written notices or written correspondence from the FDA or any governmental entity requiring the termination or suspension of any preclinical studies or clinical trials conducted by or on behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials, copies of which communications have been made available to you.

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMEA, Health Canada and other comparable drug and medical device (including diagnostic product) regulatory agencies outside of the United States to which they are subject; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMEA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Protocol The attached Protocol shall be an integral part of this Agreement.

  • Trials The Ship shall run the following test and trials: (1) Harbour Acceptance Tests, including setting to work of the various equipment;

  • Commercial Milestones (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

  • CEQA Activities funded under this Grant Agreement, regardless of funding source, must be in compliance with the California Environmental Quality Act (CEQA). (Pub. Resources Code, § 21000 et seq.) Any work that is subject to CEQA and funded under this Agreement shall not proceed until documents that satisfy the CEQA process are received by the DWR Grant Manager and the State has completed its CEQA compliance. Work funded under this Agreement that is subject to a CEQA document shall not proceed until and unless approved by the Department of Water Resources. Such approval is fully discretionary and shall constitute a condition precedent to any work for which it is required. If CEQA compliance by the Grantee is not complete at the time the State signs this Agreement, once the State has considered the environmental documents, it may decide to require changes, alterations, or other mitigation to the Project; or to not fund the Project. Should the State decide to not fund the Project, this Agreement shall be terminated in accordance with Paragraph 10, “Default Provisions.”

  • Synchronization, Commissioning and Commercial Operation 4.1.1 The Power Producer shall give at least fifteen (15) days written notice to the SLDC / ALDC / DISCOM as the case may be, of the date on which it intends to synchronize the Power Project to the Grid System. 4.1.2 Subject to Article 4.1.1, the Power Project may be synchronized by the Power Producer to the Grid System when it meets all the connection conditions prescribed in the Grid Code and otherwise meets all other Indian legal requirements for synchronization to the Grid System. 4.1.3 The synchronization equipment and all necessary arrangements / equipment including Remote Terminal Unit (RTU) for scheduling of power generated from the Project and transmission of data to the concerned authority as per applicable regulation shall be installed by the Power Producer at its generation facility of the Power Project at its own cost. The Power Producer shall synchronize its system with the Grid System only after the approval of GETCO / SLDC / ALDC and GEDA. 4.1.4 The Power Producer shall immediately after each synchronization / tripping of generator, inform the sub-station of the Grid System to which the Power Project is electrically connected in accordance with applicable Grid Code. 4.1.5 The Power Producer shall commission the Project within SCOD. 4.1.6 The Power Producer shall be required to obtain Developer and/ or Transfer Permission, Key Plan drawing etc, if required, from GEDA. In cases of conversion of land from Agricultural to Non-Agriculture, the commissioning shall be taken up by GEDA only upon submission of N.A. permission by the Power Producer. 4.1.7 The Power Producer shall be required to follow the Forecasting and Scheduling procedures as per the Regulations issued by Hon’ble GERC from time to time. It is to clarify that in terms of GERC (Forecasting, Scheduling, Deviation Settlement and Related Matters of Solar and Wind Generation Sources) Regulations, 2019 the procedures for Forecasting, Scheduling & Deviation Settlment are applicable to all solar generators having combined installed capacity above 1 MW connected to the State Grid / Substation including those connected via pooling stations.

  • Joint Commercialization Committee As of the Effective Date, the Parties have established a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), composed of up to [ * ] representatives of each Party, to monitor and discuss the Commercialization of Products at the operational level. Each JCC representative shall have knowledge and expertise in the commercialization of products similar to Products. The JCC shall in particular: (a) review and recommend the Commercialization Plans and related activities with respect to the Commercialization of Products in the Collaborator Territory, and report to the JEC on all significant Commercialization activities in the Collaborator Territory; (b) provide a forum for and facilitate communications and coordination between the Parties with respect to the Commercialization of Products in the Collaborator Territory and the Exelixis Territory; (c) on an annual basis, discuss and establish Collaborator’s Minimum Commercial Performance thresholds pursuant to Section 6.3(b) and propose recommendation to JEC; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) review the status of material Product manufacturing and supply activities and strategies associated with Commercialization; (e) review and discuss the major findings of Collaborator’s market research with respect to any Product in the Collaborator Territory, if any; (f) review and oversee the branding and product positioning strategy for Products in the Collaborator Territory and evaluate Collaborator’s brand strategy for the Product in the Collaborator Territory for consistency with the then-current global brand strategy for the Product; (g) discuss Product list price and status of reimbursement in the Collaborator Territory; and (h) perform such other functions as may be appropriate to further the purposes of this Agreement with respect to the Commercialization of Products, including endeavoring to resolve any disputes between the Parties arising from the deliberations of the JCC, or as otherwise directed by the JEC.

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