Nda and Data Transfer Sample Clauses

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Nda and Data Transfer 

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• Data Transfer 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

• Security and Data Transfers Party shall comply with all applicable State and Agency of Human Services' policies and standards, especially those related to privacy and security. The State will advise the Party of any new policies, procedures, or protocols developed during the term of this agreement as they are issued and will work with the Party to implement any required. Party will ensure the physical and data security associated with computer equipment, including desktops, notebooks, and other portable devices, used in connection with this Agreement. Party will also assure that any media or mechanism used to store or transfer data to or from the State includes industry standard security mechanisms such as continually up-to-date malware protection and encryption. Party will make every reasonable effort to ensure media or data files transferred to the State are virus and spyware free. At the conclusion of this agreement and after successful delivery of the data to the State, Party shall securely delete data (including archival backups) from Party’s equipment that contains individually identifiable records, in accordance with standards adopted by the Agency of Human Services. Party, in the event of a data breach, shall comply with the terms of Section 7 above.

• Data Transfers If Lenovo or its Subcontractors are located outside the EEA, Lenovo and Controller hereby execute the controller to processor standard contractual clauses as set out in MODULE TWO in the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as amended or superseded from time to time (the "C2P Standard Contractual Clauses") and hereby incorporate them into this Addendum by reference. The parties acknowledge and agree that: a. Lenovo and Controller shall each comply with their respective obligations in the C2P Standard Contractual Clauses; b. If there is any conflict or inconsistency between the C2P Standard Contractual Clauses and this Addendum or the Agreement, the C2P Standard Contractual Clauses shall control to the extent of the conflict; and c. The information in the following tables is hereby incorporated into the C2P Standard Contractual Clauses between the Parties: Clause 9. Use of sub-processors Option 2 GENERAL WRITTEN AUTHORISATION is selected. Data importer shall provide information at least 30 days in advance as per Clause “Subprocessing” Clause 17. Governing law These Clauses shall be construed in accordance with the governing law set forth in the Parties’ base agreement unless that governing law is not that of an EU Member State that allows for third-party beneficiary rights. In such event, the Parties agree that these Clauses shall be governed by the law of IRELAND. Clause 18 (b). Choice of forum and jurisdiction The Parties agree that any dispute arising from these Clauses shall be resolved by the courts of IRELAND. Data Exporter’s Name Controller, and any of its commonly owned or controlled affiliates Data Exporter’s Address The address of the Customer entity that entered into the Agreement. Data Exporter´s contact person´s name, position and contact details As agreed as part of the Agreement. Data Exporter´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Exporter´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Exporter´s role Controller Data Importer’s name Lenovo and its subcontractors Data Importer´s address The address of the Lenovo entity that is providing the Services Data Importer´s contact details xxxx@xxxxxx.xxx Data Importer´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Importer´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Importer’s Role Processor Categories of data subjects As set out in Exhibit A Categories of personal data As set out in Exhibit A Sensitive data As set out in Exhibit A Frequency of the Transfer As required for the provision of the Services Nature of the processing As set out in Exhibit A Purpose of the processing As set out in Exhibit A Period for which personal data will be retained As set out in Exhibit A Subject matter, nature and duration of the processing carried out by subprocessors As set out in Exhibit A Competent Supervisory Authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 ty The supervisory authority that will act as competent supervisory authority will be that of the EU member State where Data Exporter is established in the EU. If Data Exporter (i.e., contracting legal entity) is not established in EU, then the Competent Supervisory Authority will be such of the EU Member State in which the Data Exporter´s EU representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established. If the Data Exporter is not established in the EU but does not need to appoint an EU representative, then the Competent Supervisory Authority will be that of the EU Member State in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located. Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights andfreedoms of natural persons. Set forth at Section 11 of this Addendum and in its Exhibit A. List of authorised subprocessors As set out in Annex 1 to Exhibit A

• License Transfer Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

• Additional Acceptable Uses of Student Data Contractor is prohibited from using Student Data for any secondary use not described in this agreement except: a. for adaptive learning or customized student learning purposes; b. to market an educational application or product to a parent or legal guardian of a student if Contractor did not use Data, shared by or collected per this Contract, to market the educational application or product; c. to use a recommendation engine to recommend to a student i. content that relates to learning or employment, within the third-party contractor's internal application, if the recommendation is not motivated by payment or other consideration from another party; or

• Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

• Bulk Registration Data Access to Icann Periodic Access to Thin Registration Data. In order to verify and ensure the operational stability of Registry Services as well as to facilitate compliance checks on accredited registrars, Registry Operator will provide ICANN on a weekly basis (the day to be designated by ICANN) with up-to-date Registration Data as specified below. Data will include data committed as of 00:00:00 UTC on the day previous to the one designated for retrieval by ICANN.

• Required Acceptance of Daily Load Deliveries and Notification If the State is harmed by purchaser’s refusal to accept up to 10 truck deliveries of any one sort per day, Purchaser will be in breach of contract and subject to damages as per the D-026.2 and D-027.2 clauses. A truck delivery is all the wood delivered including sorts on super trucks, mule trains and pups brought to the delivery point by a single truck. The Purchaser shall notify the Contract Administrator at least 48 hours in advance if: 1. Purchaser intends to limit the number of truck deliveries accepted on any day to less than that listed above, or 2. Purchaser intends to limit the number of truck deliveries accepted on any day to the number listed above.

• Software Transfer You may permanently transfer all of your rights under this XXXX, provided you (a) retain no copies, (b) transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this XXXX, and, if applicable, the Certificate of Authenticity), and (c) the recipient agrees to abide by all of the terms of this XXXX. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT and all of your rights therein, if any.

• Exceptional Access to Thick Registration Data In case of a registrar failure, deaccreditation, court order, etc. that prompts the temporary or definitive transfer of its domain names to another registrar, at the request of ICANN, Registry Operator will provide ICANN with up-­‐to-­‐date data for the domain names of the losing registrar. The data will be provided in the format specified in Specification 2 for Data Escrow. The file will only contain data related to the domain names of the losing registrar. Registry Operator will provide the data as soon as commercially practicable, but in no event later than five (5) calendar days following ICANN’s request. Unless otherwise agreed by Registry Operator and ICANN, the file will be made available for download by ICANN in the same manner as the data specified in Section 3.1 of this Specification.