OBLIGATIONS OF DATA PROCESSOR Sample Clauses

OBLIGATIONS OF DATA PROCESSOR. 3.1 The Parties agree that the subject-matter and duration of Processing performed by Data Processor under this DPA, including the nature and purpose of Processing, the type of Personal Data, and categories of Data Subjects, shall be as described in Exhibit A of this DPA and in the Master Subscription Agreement. 3.2 As part of Data Processor providing the Service to Data Controller under the Master Subscription Agreement, Data Processor shall comply with the obligations imposed upon it under Article 28-32 of the GDPR and agrees and declares as follows: (i) to process Personal Data in accordance with Data Controller's documented instructions as set out in the Master Subscription Agreement and this DPA with regard to transfers of personal data to a third country or an international organisation in accordance with Article 28 (3) (a) of the GDPR, unless required to do otherwise by Union or Member State Law to which the Data Processor is subject, or as otherwise necessary to provide the Service. In any such case, Data Processor shall inform Data Controller of that legal requirement DocuSign Envelope ID: 393F4E8C-D8A6-4D91-AF12-8AF7DF78F934 upon becoming aware of the same (except where prohibited by applicable laws); (ii) to ensure that all staff and management of any member of the Processor Group are fully aware of their responsibilities to protect Personal Data in accordance with this DPA and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in accordance with Article 28 (3) (b) of the GDPR; (iii) to implement and maintain appropriate technical and organizational measures to protect Personal Data in accordance with Article 32 of the GDPR against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a "Data Security Breach"), provided that such measures shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, so as to ensure a level of security appropriate to the risks represented by the Processing and the nature of the Data to be protected, including: (a) data security controls in accordance with ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001 as it pertains to the Zendesk Services that are included within the scope of sa...
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OBLIGATIONS OF DATA PROCESSOR. The Data Processor warrants that the Data Processor will: a. Comply with the Data Protection Legislation from time to time applicable to the Data Processor’s obligations under the Agreement (“Data Protection Legislation”), b. process any personal data transferred to or collected by the Data Processor only as a ‘processor’, as such terms are defined in the Data Protection Legislation, on behalf of the Data Controller, c. implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the applicable Data Protection Legislation and ensure the protection of the rights of the data subjects, d. ensure that Sub-processors undertakes to process personal data in accordance with the Data Protection Legislation, e. taking into account the nature of the processing, assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller's obligation to respond to requests for exercising the data subject's rights according to the Data Protection Legislation, f. in relevant extent assist the Data Controller in ensuring compliance with the requirements for security of person data, g. make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections to facilities under the control of the Data Processor, conducted by the controller or an auditor mandated by the controller.
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OBLIGATIONS OF DATA PROCESSOR. 3.1 Notwithstanding anything to the contrary in the Services Agreement, in relation to Customer Personal Data, HP shall: 3.1.1 only process Customer Personal Data in accordance with Customer’s documented instructions (which may be specific or general in nature as set out in the Services Agreement or as otherwise agreed between the Parties). Without limitation to the generality of the foregoing, to the extent the CCPA applies to the Customer Personal Data, HP shall not in a manner that is not consistent with the CCPA: Sell or Share Customer Personal Data; retain, use, or disclose Customer Personal Data for any purpose other than the specific business purposes of performing the Services or otherwise performing obligations under the Agreement, which purposes are in the context of the direct business relationship between the Parties; or combine Customer Personal Data with Personal Data from any other source. HP will not retain or use Customer Personal Data or De-identified Customer Personal Data for any Other Purpose, including, but not limited to, its own purposes, re-identification or uses independent of HP’s obligations. To the extent the CPPA applies to the Customer Personal Data, HP shall notify Customer if it cannot meet its obligations under the CCPA with respect to Customer Personal Data. Notwithstanding the foregoing, HP may process Customer Personal Data as required under applicable law. In this situation, HP will take reasonable steps to inform Customer of such a requirement before HP processes the data, unless the law prohibits this; 3.1.2 ensure only authorized personnel who have undergone the appropriate training in the protection and handling of Personal Data and are bound to respect the confidentiality of Customer Personal Data shall have access to the same; 3.1.3 implement appropriate technical and organizational measures to protect against unauthorized or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Customer Personal Data and having regard to the nature of the Customer Personal Data which is to be protected; 3.1.4 without undue delay and to the extent permitted by law, notify Customer of any requests from Data Subjects seeking to exercise their rights under applicable Data Protection and Privacy Laws and, at Customer’s writt...
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OBLIGATIONS OF DATA PROCESSOR. 4.1. In providing the Company Services, Data Processor shall comply with the instructions of Data Controller for the Processing of Personal Data and Process the Personal Data exclusively in connection with the provision of the Company Services. The provisions of this Data Processing Agreement are the main source of instructions issued by Data Controller. Any amendments to the Processing requirements shall be agreed between the Parties and documented in writing. 4.2. Data Processor shall assist Data Controller: (i) in responding to requests by Data Subjects to exercise their rights; and (ii) in complying with its obligations in relation to security of Personal Data under applicable Data Protection Law(s), including but not limited to, as applicable, data protection impact assessment and prior consultation, taking into account the nature of the services and the information available to Data Processor. (iii) carrying out a request from Data Controller to amend, transfer, or delete any of the Personal Data to the extent necessary to allow Data Controller to comply with its responsibilities as a data controller under applicable Data Protection Law(s).
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OBLIGATIONS OF DATA PROCESSOR. Security Measures
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OBLIGATIONS OF DATA PROCESSOR. The DATA PROCESSOR is responsible for the following obligations: ● It shall specify the obligations and guarantees that the DATA SUBPROCESSOR shall implement in order to comply with the data protection regulation and DATA CONTROLLER’s requirements. ● It shall allow DATA SUBPROCESSOR the personal data subject to processing in accordance with the GDPR. In this regard, DATA PROCESSOR declares to have informed, and if necessary, to have obtained the consent of DATA CONTROLLER to carry out the present subcontracting. ● It shall carry out the analysis of risks that may result from the processing activity to be subject to control and, on the basis of such analysis, to indicate to the DATA SUBPROCESSOR the technical and organizational measures to be implemented for the provision of the service subject to processing. ● It shall carry out, if necessary, an impact assessment on the protection of personal data from the processing operations to be carried out by DATA SUBPROCESSOR. ● If necessary, it shall consult the appropriate Supervisory Authorities, where appropriate. ● It shall ensure, in advance and throughout the processing, compliance with the GDPR by DATA SUBPROCESSOR. ● It shall oversee data processing carried out by DATA SUBPROCESSOR, including the performance of inspections and audits.
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OBLIGATIONS OF DATA PROCESSOR. 2.1. The Data Processor shall only process Personal Data on the documented instructions of the Data Controller unless required to do so by the EU/EEA law, which Data Processor is subject to. In such case, Data Processor must disclose that legal requirement to the Data Controller before processing, unless that law prohibits such disclosure on important grounds of public interest. 2.2. Data Processor shall promptly comply with Data Controller’s requests or assist the Data Controller with data subject’s requests for access to, correction of, erasure of, restrictions on processing, objections to processing of Personal Data, defined as Account Information, and the right of portability of Personal Data in Data Processor’s possession. 2.3. If the Data Processor receives any complaint, notice, or communication which relates directly or indirectly to the Processing of the Personal Data or either Party’s compliance with applicable law in connection with Personal Data, it shall promptly notify Data Controller and it shall provide Data Controller with commercially reasonable cooperation and assistance in relation to any such complaint, notice, or communication. 2.4. In providing the Services, the Data Processor shall provide Data Controller with access to Personal Data in a manner consistent with the features and functions of the Services and shall ensure that the Data Subjects will be able to execute all their rights in accordance with the GDPR.
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OBLIGATIONS OF DATA PROCESSOR. The data processor undertakes that it has fulfilled and shall fulfill the following obligations: a) The data processor shall take all kinds of necessary technical and administrative measures to provide an adequate level of security according to the category of personal data in order to prevent unlawful processing of personal data, prevent unlawful access to personal data and safeguard personal data. b) The data processor shall process the personal data on behalf of the data controller in compliance with its instructions and the contract. If the data processor fails to comply with the instructions of the data controller for whatever reason, it shall inform the data controller as soon as possible. In this case, the data processor acknowledges that the data controller is entitled to suspend the data transfer and terminate the contract. c) The data processor shall research whether there is any national regulation contrary to the contract at the contract date with regard to the personal data transferred. If it realizes the existence of such a regulation or in the event of a change in the legislation which is likely to have an adverse effect on its commitments under the contract, it shall promptly inform the data controller. In such a case, the data processor acknowledges that the data controller is entitled to suspend the data transfer and terminate the contract. d) The data processor accepts that on the termination or expiration of this contract it shall, at the choice of the data controller, return all personal data transferred along with the backups/copies thereof to the data controller or shall destroy all the personal data. If there is any provision in the regulation that prevents the data processor from fulfilling this obligation, it shall cease the data processing activity and take all kinds of necessary technical and administrative measures in order to guarantee confidentiality of the personal data subject to transfer. e) The data processor shall inform the data controller as soon as possible if the data processor receives any legally binding requests from a judicial authority that require disclosure of personal data to the concerned legal authority or if there is an unauthorized access to personal data. f) The data processor shall respond as soon as practicable in due form to the enquiries from the data controller within the scope of the contract and shall comply with the decisions and opinions of the Board regarding the processing of the personal data...
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OBLIGATIONS OF DATA PROCESSOR. The Data Processor shall always carry out the Processing of Personal Data in compliance with the technical and organizational measures for the protection of Personal Data maintained by the Data Processor which herewith are agreed and shall be considered as being appropriate and that are exclusively set forth in Appendix 3 “myIDTravel_Data Protection Measures”. The Data Processor shall impose obligations on any person acting under its authority who has access to Personal Data of the Data Controller stipulating the confidentiality of such Personal Data and that the Processing of such Personal Data shall always be carried out in accordance with the terms of this Agreement or the instructions from the Data Processor or the Data Controller. The Data Processor shall be entitled to subcontract the Processing of the Data Controller’s Personal Data to IBM Deutschland Aviation Industry Services GmbH, Frankfurt/Main, Germany. The Data Processor shall not subcontract the Processing of the Data Controller’s Personal Data to any additional subcontractor without prior written approval of the Data Controller; such approval shall not unreasonably withhold. Notwithstanding the foregoing, the Data Processor shall be entitled to involve and subcontract any company of the Lufthansa group, which comprises all affiliates of Deutsche Lufthansa AG in the meaning of §§ 15 et seq. AktG, solely in context with the Processing of the Data Controller’s Personal Data and the monitoring, development and testing of the myIDTravel solution. The responsibilities and obligations of Lufthansa Industry Solutions described in this clause 9 and in Appendix 3 in context with the protection of Personal Data shall commence upon Lufthansa Industry Solutions has received Personal Data from Letiště Praha or the Data Subjects and shall end upon Lufthansa Industry Solutions is transmitting the Personal Data to the carrier(s) or airline(s) to which the (i) booking, (ii) listing of flights and/or (iii) the issuance of a Ticket Record for ID staff travel, of the Data Subject refers to. For avoidance of doubt, such airlines or carriers receive Personal Data of Data Subjects for the airline’s or carrier’s purposes,
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Related to OBLIGATIONS OF DATA PROCESSOR

  • Obligations of Customer Axway’s indemnification obligation is contingent upon the Customer: (a) giving immediate written notice to Axway of any such Infringement Claim; (b) giving Axway control of the defense and related settlement negotiations, provided , however that Axway will obtain the Customer’s prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Customer to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Product, or Deliverable , and (c) assisting in the defense at Axway’s reasonable request, provided Axway agrees to pay Customer’s reasonable expenses in connection therewith. The Customer may participate in such defense and in any settlement discussions directly or through counsel of the Cus tomer’s choice, at the Customer’s expense, provided such participation does not materially prejudice Axway’s sole control of the defense or cause Axway to incur material additional costs in the conduct of such defense .

  • Obligations of and Services to be Provided by the Sub-Advisor The Sub-Advisor will: (a) Provide investment advisory services, including but not limited to research, advice and supervision for each Series. (b) Furnish to the Board of Directors of the Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series investment objective and policies. (c) Implement the approved investment program by placing orders for the purchase and sale of securities without prior consultation with the Manager and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund's registration statement, Articles of Incorporation and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect. (d) Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are necessary or appropriate to carry out the decisions of its Board of Directors, and any appropriate committees of such Board, regarding the general conduct of the investment business of each Series. (e) Maintain, in connection with the Sub-Advisor's investment advisory services obligations, compliance with the 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information. (f) Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series are being observed. (g) Upon request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund's Board of Directors. (h) Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of each Series. (i) Open accounts with broker-dealers and futures commission merchants ("broker-dealers"), select broker-dealers to effect all transactions for each Series, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund's Board of Directors providing such information as the number of aggregated trades to which each Series was a party, the broker-dealers to whom such trades were directed and the basis for the allocation for the aggregated trades. The Sub-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor in managing the Series. In addition, joint repurchase or other accounts may not be utilized by the Series except to the extent permitted under any exemptive order obtained by the Sub-Advisor provided that all conditions of such order are complied with. (j) Maintain all accounts, books and records with respect to each Series as are required of an investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940 (the "Investment Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each Series are the property of the Fund, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for a Series upon request by the Fund or the Manager. The Sub-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series. (k) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor's Code of Ethics adopted pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges receipt of a copy of Sub-Advisor's current Code of Ethics. Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics. (l) From time to time as the Manager or the Fund may request, furnish the requesting party reports on portfolio transactions and reports on investments held by a Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor will make available its officers and employees to meet with the Fund's Board of Directors at the Fund's principal place of business on due notice to review the investments of a Series. (m) Provide such information as is customarily provided by a sub-advisor and may be required for the Fund or the Manager to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the "Code"), the 1940 Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the "Securities Act"), and any state securities laws, and any rule or regulation thereunder. (n) Perform quarterly and annual tax compliance tests to monitor each Series' compliance with Subchapter M of the Code. The Sub-Advisor shall notify the Manager immediately upon having a reasonable basis for believing that a Series has ceased to be in compliance or that it might not be in compliance in the future. If it is determined that a Series is not in compliance with the requirements noted above, the Sub-Advisor, in consultation with the Manager, will take prompt action to bring the Series back into compliance (to the extent possible) within the time permitted under the Code. (o) Provide a copy of the Sub-Advisor's Form ADV and any amendments thereto contemporaneously with the filing of such documents with the Securities and Exchange Commission or other regulatory agency.

  • Obligations of DOE a. In express reliance on the covenants and representations in this Compromise Agreement and to avoid further expenditure of public resources, XXX agrees to accept Respondent’s payment pursuant to section III.2.a in full satisfaction of the penalty authorized by the Act. x. XXX agrees to issue promptly an Adopting Order adopting this Agreement. x. XXX agrees to terminate this enforcement action with prejudice upon Respondent’s completion of its Obligations in accordance with section III.2, above. If Respondent fails to complete its Obligations in accordance with section III.2, above, DOE may notify Respondent that the Agreement is null and void and may seek the maximum penalty in accordance with 10 C.F.R. § 429.120.

  • Obligations of Contractor 5.01 CONTRACTOR agrees to perform all Services in accordance with the terms and conditions of this Agreement and the Proposal. In the event that the terms of the Proposal shall conflict with the terms of this Agreement or contain additional terms that purport to bind the CITY other than the Services to be rendered and the price for the Services, the terms of this Agreement shall govern and said additional or conflicting terms shall be of no force or effect. 5.02 Except as otherwise agreed by the parties, CONTRACTOR will supply all personnel, materials and equipment required to perform the Services. CONTRACTOR shall provide its own offices, telephones, vehicles and computers and set its own work hours. CONTRACTOR will determine the method, details, and means of performing the Services under this Agreement. 5.03 CONTRACTOR shall keep CITY informed as to the progress of the Services by means of regular and frequent consultations. Additionally, when requested by CITY, CONTRACTOR shall prepare written status reports. 5.04 CONTRACTOR is responsible for paying, when due, all income and other taxes, fees and withholding, including withholding state and federal taxes, social security, unemployment and worker’s compensation, incurred as a result of the compensation paid under this Agreement. XXXXXXXXXX agrees to indemnify, defend and hold harmless CITY for any claims, costs, losses, fees, penalties, interest, or damages suffered by CITY resulting from CONTRACTOR’s failure to comply with this provision. 5.05 In the event CONTRACTOR is required to prepare plans, drawings, specifications and/or estimates, the same shall be furnished in conformance with local, state and federal laws, rules and regulations. 5.06 CONTRACTOR represents that it possesses all required licenses necessary or applicable to the performance of Services under this Agreement and the Proposal and shall obtain and keep in full force and effect all permits and approvals required to perform the Services herein. In the event CITY is required to obtain an approval or permit from another governmental entity, CONTRACTOR shall provide all necessary supporting documents to be filed with such entity. 5.07 CONTRACTOR shall be solely responsible for obtaining Employment Eligibility Verification information from CONTRACTOR’s employees, in compliance with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a), and shall ensure that CONTRACTOR’s employees are eligible to work in the United States. 5.08 In the event that CONTRACTOR employs, contracts with, or otherwise utilizes any CalPERS retirees in completing any of the Services performed hereunder, such instances shall be disclosed in advance to the CITY and shall be subject to the CITY’s advance written approval. 5.09 Drug-free Workplace Certification. By signing this Agreement, the CONTRACTOR hereby certifies under penalty of perjury under the laws of the State of California that the CONTRACTOR will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a drug- free workplace. 5.10 CONTRACTOR shall comply with all applicable local, state and federal laws, rules, regulations, entitlements and/or permits applicable to, or governing the Services authorized hereunder.

  • Obligations of Client (a) The Client is bound by and must comply at all times with all rules, protocols, policies, procedures and induction requirements published by Viterra from time to time in the Pricing, Procedures and Protocols Manual, including those in relation to: (i) the terms and conditions of the Export Select and Purchase Option services offered by Viterra; (ii) health, safety and environment; (iii) site rules; (iv) labour ordering conditions for shipping; (v) operating conditions for Viterra's rail facilities; (vi) access and operating conditions for road movements at Viterra facilities, and must comply with all reasonable directions issued by Viterra. (b) While on any premises owned or operated by Viterra, the Client must (and must ensure that its employees, agents and contractors) comply with all reasonable directions given by Viterra's representatives, and do not create or bring on site any hazard or contamination.

  • Obligations of the Processor 3.1 The Processor undertakes to carry out Data Processing exclusively on the basis of documented instructions from the Controller. If the Processor considers an instruction of the Controller to be unlawful, the Processor shall be entitled to suspend the implementation of the relevant instruction until it is confirmed or amended by the Controller. 3.2 The Processor shall be obliged to treat confidentially any personal data of which it becomes aware in connection with the Data Processing. The Processor shall impose a confidentiality obligation on all persons authorized by it to process the data, unless they are already subject to a statutory duty of confidentiality. The obligation of confidentiality and non-disclosure shall continue to apply after termination of this DPA. 3.3 The Processor shall take all necessary technical and organizational measures within the meaning of Art. 32 of the GDPR. These technical and organizational measures are data security measures to ensure a level of protection appropriate to the risk with regard to confidentiality, integrity, availability and the resilience of the systems. They shall take into account the state of the art, the costs of implementation and the nature, scope and purposes of the processing, as well as the varying likelihood and severity of the risk to the rights and freedoms of natural persons. The technical and organizational measures taken by the Processor are available at xxxxx://xxxx.xx/en/legal in the current version. 3.4 The Processor shall, where possible, support the Controller with appropriate technical and organizational measures to enable the Controller to comply with the data subject rights under Chapter III of the GDPR within the legal time limits and shall provide the Controller with the necessary information to do so upon the Controller's request, provided that the Processor has such information. If a subject submits a request to the Processor to exercise the data subject rights, the Processor shall be obliged to forward the request to the Controller if the request relates to Data Processing by the Controller. 3.5 The Processor shall support the Controller in the performance of the obligations incumbent upon the Controller pursuant to Art. 32 to 36 of the GDPR, which shall include, but not be limited to, the implementation of security measures, the notification of data protection breaches and, where applicable, the preparation of a data protection impact assessment. 3.6 The Processor shall delete the personal data of the Data Processing after the expiry of the retention periods provided for in the Main Agreement and/or without delay at the request of the Controller. If the Controller expressly requests this, the personal data shall be returned to the Party. Statutory retention periods remain unaffected by this. 3.7 The Processor is obliged to provide the Controller with information at the latter's request in order to demonstrate compliance with the obligations pursuant to Art. 28 of the GDPR. The Processor shall support the Controller in verifying the Data Processing and shall grant the Controller access to the documents and technical systems necessary for verifying the Data Processing in accordance with Section 5 of this DPA. 3.8 To the extent permitted by law, the Processor shall inform the Controller about control actions and measures taken by the supervisory authorities insofar as they relate to the Controller's Data Processing operations.

  • OBLIGATIONS OF THE SUPPLIER In addition to the Article 4.2 of the GPC, it is specified that:

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products. 2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product. 2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers. 2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University. 2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product. 2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention. 2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein. 2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory. 2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University. 2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. 2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.

  • Obligations of the Contractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shall have arisen from any wilful default or neglect of the Authority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause 17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force Majeure Event. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the Project Highway; (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under this Agreement; (d) ensure and procure that its Sub-contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Contractor’s obligations under this Agreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of this Agreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good Industry Practice; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonable times; (i) cooperate with other contractors employed by the Authority and personnel of any public authority; and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or of others. (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of the Works. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer. Notwithstanding anything contrary to this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedying defects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good Industry Practices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptly attended.

  • Obligations of Both Parties Obligations of Party A: 1. Party A undertakes that the products that it provides have been authorized by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC. 2. In order to enhance Party B’s reputation, Party A hereby authorizes Party B to use the Ninetowns trade name in its company name, provided, however, that Party B shall not use such trade name to engage in business activities that are not related to the business as contemplated hereunder. 3. Party A undertakes that during the term of this agreement, it will obtain Party B’s prior consent before developing other franchisees within the franchised area. 4. Party A shall provide Party B with marketing and training materials in connection with the franchised products. 5. Party A shall provide Party B with technical support services. 6. Upgrade services. Obligations of Party B: 1. Party B is responsible for distribution of Party A’s products, after-sale services and technical support in the franchised area. 2. Party B undertakes that it will comply with relevant state and industrial laws and regulations through its sales activities. 3. Party B undertakes that it will not be any third party’s franchisee for any other product that competes with Party A’s products in the franchised area during the term of this agreement. 4. Party B undertakes that the products that it sells are the official versions of Party A’s products, and Party B undertakes that it will not engage in any form of counterfeit activities. 5. Party B undertakes that it will provide users with after-sales service and technical support in accordance with Party A’s service standards and service contents. 6. Party B undertakes that it will make payments to Party A within the prescribed time limit. 7. Party B undertakes that the sales data delivered by Party B to Party A monthly, i.e. the monthly sales report, will be true and accurate.

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