Model Clauses. 19.1 If at any time prior to the Expiry Date model clauses are prepared and published by the Regulator pursuant to and in accordance with section 21 of the Act (the “Model Clauses”), the parties shall discuss in good faith what changes, if any, should be made to this Agreement to reflect the incorporation into this Agreement of any one or more of the Model Clauses, and any changes consequent thereon (the “Model Clauses Adjustments”).
19.2 If the parties agree to make changes to this Agreement as a result of the Model Clauses Adjustments, the parties shall submit the relevant changes agreed to this Agreement to the Regulator for his approval pursuant to section 22 of the Act.
19.3 If the parties do not consider that changes to reflect the Model Clauses Adjustments should be made to this Agreement or if the parties fail to agree that there should be changes or on what those changes should be within three months of commencing the discussions referred to in Clause 19.1, then no changes shall be made to this Agreement.
Model Clauses. In the event that a party is neither subject to the GDPR, nor located in the EEA, nor the transfer can be legally performed in accordance with the GDPR (because such transfer falls under an adequacy decision passed by the European Commission or can be otherwise performed under the GDPR on the basis of BCR, a certification mechanism or under a legally binding instrument), the Restaurateur and TheFork will enter into the Standard Contractual Clauses (“SCCs”), as a mechanism to ensure the adequate protection of personal data being transferred outside the EEA.
Model Clauses. The parties agree that the Restricted Transfer shall be subject to the appropriate Model Clauses, which are automatically incorporated by reference and form an integral part of this DPA, as follows:
(1) In relation to Company Personal Information that is protected by the GDPR, the EU SCCs will apply as follows:
(a) Module Two and Three as appropriate will apply;
(b) in Clause 7, the optional docking clause shall apply;
(c) in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-Processor changes shall be fifteen (15) days;
(d) in Clause 11, the optional language will not apply;
(e) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by English law;
(f) in Clause 18(b), disputes shall be resolved before the courts of England, UK;
(g) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex A to this DPA; and
(h) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex B to this DPA.
(2) In relation to data that is protected by the UK GDPR, the EU SCCs as implemented in accordance with paragraph (1) above will apply provided that:
(a) any references in the EU SCCs to "Directive 95/46/EC" or “Regulation (EU) 2016/679” shall be interpreted as references to the UK GDPR; references to specific Articles of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK GDPR; references to “EU”, “Union” and “Member State law” are all replaced with “UK”; Clause 13(a) and Part C of Annex II of the EU SCCs are not used; references to the “competent supervisory authority” and “competent courts” shall be interpreted as references to the Information Commissioner and the courts of England and Wales; Clause 17 of the EU SCCs is replaced to state that “The Clauses are governed by the laws of England and Wales” and Clause 18 of the EU SCCs is replaced to state “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts”;
(b) to the extent and for so long as the EU SCCs as implemented in accordance with paragraph 2(A) above cannot be used to lawfully transfer Company Personal Information protected by the UK DPA to Supplier, the UK SCCs shall be incorporated into and form an integral part of this DPA and shall apply to s...
Model Clauses. Standard Contractual Clauses (processors)
Model Clauses. The Model Clauses below are drafted so as to constitute a distinct agreement and will require negotiation and editing. The clauses may however be inserted into master/main agreements which govern other aspects of the relationship between Agency and Affiliate/Service Provider. 1 [Name of Agency], having its registered office at […] (the “Data Controller”); and 2 [Name of Affiliate/ Service Provider], having its registered office at […] (the “Data Processor”).
Model Clauses. To the extent that SailPoint Processes any Customer Personal Information from the EEA, the UK or Switzerland and transfers such Customer Personal Information outside of the EEA, the UK or Switzerland to countries not deemed by the European Commission to provide an adequate level of data protection, the parties agree to enter into and comply with the Model Clauses. SailPoint agrees that it is a "data importer" and Customer is the "data exporter" under the Model Clauses (notwithstanding that the Customer may be an entity located outside of the EEA, the UK or Switzerland).
Model Clauses. For the purposes of this Agreement, the Model Clauses shall be incorporated as follows: Module in Operation: Clause 7 (Docking Clause) Clause 9a (Prior Authorisation or General Authorisation) Clause 9a (Time Period) Clause 11 (Option) Clause 17 (Option) Clause 18 (Option)
Model Clauses. In addition to the parties’ other duties and obligations hereunder, the parties hereby agree to comply with the Standard Contractual Clauses based on the Commission Decision C (2010)593 Standard Contractual Clauses (Data Processors) document set forth in Exhibit A attached hereto (the “Model Clauses”) or any such clauses amending, replacing or superseding the Model Clauses by a European Commission decision or by a decision made by any other authorized body.
Model Clauses. If EU Personal Data is transferred from the EEA to: (a) any country other than the United States that has not been found to provide adequate safeguards; or (b) the United States if the Privacy Shield Program is invalidated and no alternate or successor data transfer mechanism exists or Dropbox is unable to comply with the new mechanism, the terms of the transfer shall be governed by the EU Standard Contractual Clauses attached hereto as Exhibit C.
