Processing of Customer Personal Data 3.1 UKG will:
3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and
3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data.
3.2 Customer hereby:
3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement.
3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and
3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law.
3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).
Personal Data Processing 2.1 The Processor shall process Personal Data only on the basis of corresponding recorded orders from the Controller.
2.2 By way of exception, in particular in urgent cases, processing orders from the Data Controller may also be made orally. In this case, the Data Controller shall confirm as soon as possible and in writing, by any appropriate means, the instructions given orally.
2.3 Where the processing concerns the transmission of Personal Data to a third country outside the European Union or to an international organization, the Data Processor shall also comply with the relevant instructions of the Data Controller, unless different legal requirements exist under European Union laws or the laws of the Member State to which the Data Processor is subject. In such a case, the Data Processor shall inform the Data Controller before processing of the legal requirement in question, unless the said law prohibits this kind of information for reasons of substantial public interest.
2.4 The transmission of Personal Data to a third country outside the European Union is prohibited unless the Data Controller has given prior explicit approval to that end, and one of the following conditions is met: • the European Commission has resolved that an adequate level of protection of personal data is ensured in the country the Personal Data is to be transmitted; • the transmission is to be made to the U.S.A.; and the recipient of the Personal Data has acceded to and abides by the Privacy Shield Framework; • the transmission will be governed by the standard data protection clauses issued by the European Commission.
2.5 The Data Processor shall inform the Data Controller immediately upon receipt of the order or as soon as possible if he / she determines that the content of a particular processing order violates the Regulation and / or national law and / or the law of another Member State of the European Union (EU), and / or other provisions of EU law on the protection of Personal Data.
2.6 The Data Processor acknowledges that the Data Controller has full control over her Personal Data and determines any particular feature of the processing to which the Personal Data will be submitted. If the Data Processor ignores the instructions of the Data Controller and determines alone the scope, the means and generally any other matter concerning the processing of Personal Data, she shall render herself the Data Controller for the purposes of implementing the Regulation and the legal framework on the protection of Personal Data. The practical consequence of this is that, in addition to the full responsibility of the Processor towards the Controller, she shall carry the same level of responsibility vis-à-vis the independent supervisory authority (and any other competent state authority) as well as the Natural Persons - Data Subjects of the data being processed.
Handling Sensitive Personal Information and Breach Notification A. As part of its contract with HHSC Contractor may receive or create sensitive personal information, as section 521.002 of the Business and Commerce Code defines that phrase. Contractor must use appropriate safeguards to protect this sensitive personal information. These safeguards must include maintaining the sensitive personal information in a form that is unusable, unreadable, or indecipherable to unauthorized persons. Contractor may consult the “Guidance to Render Unsecured Protected Health Information Unusable, Unreadable, or Indecipherable to Unauthorized Individuals” issued by the U.S. Department of Health and Human Services to determine ways to meet this standard.
B. Contractor must notify HHSC of any confirmed or suspected unauthorized acquisition, access, use or disclosure of sensitive personal information related to this Contract, including any breach of system security, as section 521.053 of the Business and Commerce Code defines that phrase. Contractor must submit a written report to HHSC as soon as possible but no later than 10 business days after discovering the unauthorized acquisition, access, use or disclosure. The written report must identify everyone whose sensitive personal information has been or is reasonably believed to have been compromised.
C. Contractor must either disclose the unauthorized acquisition, access, use or disclosure to everyone whose sensitive personal information has been or is reasonably believed to have been compromised or pay the expenses associated with HHSC doing the disclosure if:
1. Contractor experiences a breach of system security involving information owned by HHSC for which disclosure or notification is required under section 521.053 of the Business and Commerce Code; or
2. Contractor experiences a breach of unsecured protected health information, as 45 C.F.R. §164.402 defines that phrase, and HHSC becomes responsible for doing the notification required by 45 C.F.R. §164.404. HHSC may, at its discretion, waive Contractor's payment of expenses associated with HHSC doing the disclosure.
Processing of Personal Data 1.1. With regard to the Processing of Personal Data, You are the controller and determine the purposes and means of Processing of Personal Data You provide to Us (“Controller”) and You appoint Us as a processor (“Processor”) to process such Personal Data (hereinafter, “Data”) on Your behalf (hereinafter, “Processing”).
1.2. The details of the type and purpose of Processing are defined in the Exhibits attached hereto. Except where the DPA stipulates obligations beyond the Term of the Agreement, the duration of this DPA shall be the same as the Agreement Term.
1.3. You shall be solely responsible for compliance with Your obligations under the applicable Data Protection Laws, including, but not limited to, the lawful disclosure and transfer of Personal Data to Us by upload of source data into the Cloud Service or otherwise.
1.4. Processing shall include all activities detailed in this Agreement and the instructions issued by You. You may, in writing, modify, amend, or replace such instructions by issuing such further instructions to the point of contact designated by Us. Instructions not foreseen in or covered by the Agreement shall be treated as requests for changes. You shall, without undue delay, confirm in writing any instruction issued orally. Where We believe that an instruction would be in breach of applicable law, We shall notify You of such belief without undue delay. We shall be entitled to suspend performance on such instruction until You confirm or modify such instruction.
1.5. We shall ensure that all personnel involved in Processing of Customer Data and other such persons as may be involved in Processing shall only do so within the scope of the instructions. We shall ensure that any person Processing Customer Data is subject to confidentiality obligations similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Processing.
The Web Services E-Verify Employer Agent agrees to, consistent with applicable laws, regulations, and policies, commit sufficient personnel and resources to meet the requirements of this MOU.
DEPENDENT PERSONAL SERVICES 1. Subject to the provisions of Articles 16, 18 and 19, salaries, wages and other similar remuneration derived by a resident of a Contracting State in respect of an employment shall be taxable only in that State unless the employment is exercised in the other Contracting State. If the employment is so exercised, such remuneration as is derived therefrom may be taxed in that other State.
2. Notwithstanding the provisions of paragraph 1, remuneration derived by a resident of a Contracting State in respect of an employment exercised in the other Contracting State shall be taxable only in the first-mentioned State if:
a) the recipient is present in the other State for a period or periods not exceeding in the aggregate 183 days in any twelve-month period commencing or ending in the tax year concerned, and
b) the remuneration is paid by, or on behalf of, an employer who is not a resident of the other State, and
c) the remuneration is not borne by a permanent establishment or a fixed base which the employer has in the other State.
3. Notwithstanding the preceding provisions of this Article, remuneration derived in respect of an employment exercised aboard a ship or aircraft operated in international traffic by a resident of a Contracting State, may be taxed in that State.
Personal Data Breach 7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Personal Data Breaches 5.7.1 The Data Processor shall give immediate notice to the Data Controller if a breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).
5.7.2 The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as they deem necessary to establish the cause, and to prevent such a breach from reoccurring.
Personal Data Registry Operator shall (i) notify each ICANN-‐accredited registrar that is a party to the registry-‐registrar agreement for the TLD of the purposes for which data about any identified or identifiable natural person (“Personal Data”) submitted to Registry Operator by such registrar is collected and used under this Agreement or otherwise and the intended recipients (or categories of recipients) of such Personal Data, and (ii) require such registrar to obtain the consent of each registrant in the TLD for such collection and use of Personal Data. Registry Operator shall take reasonable steps to protect Personal Data collected from such registrar from loss, misuse, unauthorized disclosure, alteration or destruction. Registry Operator shall not use or authorize the use of Personal Data in a way that is incompatible with the notice provided to registrars.
Shared Personal Data This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
