Processing Review Sample Clauses

Processing Review. 6.1. Customer acknowledges Prosperoware is regularly audited by independent third-party auditors and/or internal auditors against its security policy. Prosperoware shall keep reasonably detailed, accurate and up-to-date records, documents and/ or electronic data relating to the processing of Customer Personal Data by Prosperoware and to the measures taken by Prosperoware under Sections 3.1 to 3.12 (“Records”). All copies of such Records (including any Reports) are Prosperoware’s confidential information under the Agreement. 6.2. Prosperoware shall permit Customer and its third-party representatives, on reasonable prior written notice during normal business hours, no more than once annually, to receive audit information in the form of summary report(s), audit sheets or table of contents that provides reasonable information on Prosperoware’s compliance without compromising Prosperoware security ("Report(s)"). 6.3. Customer may review all Records related to the processing of Customer Personal Data by Prosperoware for assessing Prosperoware's compliance with its obligations under this DPA. Such review rights may be exercised only once in any calendar year during the Term. Customer shall conduct any such review in a prompt manner so as not to interfere in Prosperoware business operations. 6.4. Audit access by any third-party representative of Customer shall be subject to such representative agreeing to confidentiality obligations in respect of the Records and information obtained, provided that all Records obtained may be disclosed to Customer.
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Processing Review. 4.1 Squiz shall keep at its normal place of business detailed, accurate and up-to-date records (whether in electronic form or hard copy) relating to the processing of Personal Data by Squiz and to the measures taken by Squiz under Clause 3.1.11 (Records). 4.2 Squiz shall permit Customer and its third-party representatives, on reasonable notice during normal business hours: 4.2.1 gain access to, and take copies of, the Records and any other information held at Squiz's premises or on Squiz's computer systems; and 4.2.2 inspect all Records, documents and electronic data and Squiz's computer systems, facilities and equipment (so far as they relate to the Customer and the Personal Data), for the purpose of auditing Squiz's compliance with its obligations under this Data Processing Agreement. Such audit rights may be exercised only once in any calendar year during the Term. 4.3 Squiz shall give all necessary assistance to the conduct of any such audits and the Designated Data Officer shall be present throughout any audit. 4.4 Audit access by any third party representative of Customer shall be subject to such representative agreeing confidentiality obligations in respect of the information obtained, provided that all information obtained may be disclosed to Customer. 4.5 During the term of the Agreement, Squiz shall appoint a Designated Data Officer who shall act as a readily available point of contact for Customer and who shall have as part of his/her responsibilities the obligation to respond to Customer queries in respect of Squiz's processing of Personal Data. Squiz shall notify Customer of the contact details of the Designated Data Officer as soon as practicable. If at any time Squiz is required under GDPR or otherwise to appoint a Data Protection Officer (DPO) (as defined in the Data Protection Legislation), then references in this Agreement to a Designated Data Officer shall be considered to be references to such DPO.
Sample 1
Processing Review. 6.1. Customer acknowledges and agrees that Jitterbit is regularly audited by independent third-party auditors and/or internal auditors with respect to its security policy. Jitterbit shall keep reasonably detailed, accurate and up-to- date records, documents and/ or electronic data relating to the processing of Customer Personal Data by Xxxxxxxxx and to the measures taken by Xxxxxxxxx under Clause 3.1 to 3.18 (“Records”). All copies of such Records (including any Reports, as defined below) are Jitterbit’s Confidential Information. 6.2. Jitterbit shall permit Customer and its third-party representatives, on reasonable prior written notice, no more than once annually, to receive electronic copies of the audit information in the form of summary reports, audit sheets or table of contents ("Report(s)") that provides reasonable information on Jitterbit’s compliance with its security policies within the scope of the audit without compromising Jitterbit’s security. 6.3. Customer may remotely review all Records related to the processing of Customer Personal Data by Jitterbit for assessing Jitterbit's compliance with its obligations under this DPA. Such review rights may be exercised only once in any calendar year during the Term. Customer shall conduct any such review in a prompt manner so as not to interfere in Jitterbit business operations. 6.4. Audit access by any third-party representative of Customer shall be subject to such representative agreeing to confidentiality obligations in respect of the Records and information obtained, provided that all Records obtained may be disclosed to Customer.
Sample 1

Related to Processing Review

  • Log Reviews All systems processing and/or storing PHI COUNTY discloses to 11 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 12 must have a routine procedure in place to review system logs for unauthorized access.

  • Program Review The State ECEAP Office will conduct a review of each contractor’s compliance with the ECEAP Contract and ECEAP Performance Standards every four years. The review will involve ECEAP staff and parents. After the Program Review, the State ECEAP Office will provide the contractor with a Program Review report. The contractor must submit an ECEAP Corrective Action Plan for non-compliance with ECEAP Performance Standards. The Plan must be approved by the State ECEAP Office.

  • Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):

  • Utilization Review NOTE: The Utilization Review process does not apply to Services that are not covered by Blue Shield because of a coverage determination made by Medicare. State law requires that health plans disclose to Subscribers and health plan providers the process used to authorize or deny health care services un- der the plan. Blue Shield has completed documen- tation of this process ("Utilization Review"), as required under Section 1363.5 of the California Health and Safety Code. To request a copy of the document describing this Utilization Review pro- cess, call the Customer Service Department at the telephone number indicated on your Identification Card.

  • Program Costs a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

  • Periodic Review The General Counsel shall periodically review the Procurement Integrity Procedures with OSC personnel in order to ascertain potential areas of exposure to improper influence and to adopt desirable revisions for more effective avoidance of improper influences.

  • Periodic Reviews During January of each year during the term hereof, the Board of Directors of the Company shall review Executive's Annual Salary, bonus, stock options, and additional benefits then being provided to Executive. Following each such review, the Company may in its discretion increase the Annual Salary, bonus, stock options, and benefits; however, the Company shall not decrease such items during the period Executive serves as an employee of the Company. Prior to November 30th of each year during the term hereof, the Board of Directors of the Company shall communicate in writing the results of such review to Executive.

  • Processing Fees The Borrower acknowledges that processing fee as mentioned in the Schedule hereto has been paid by the Borrower.

  • Payment Processing Citizens may require any other information from Vendor that Citizens deems necessary to verify any compensation request placed under this Agreement and Vendor agrees that it will provide such information as reasonably requested by Citizens. Payment shall be due net thirty (30) calendar days of Citizens’ actual receipt of a complete and undisputed invoice. Where a submitted invoice is incomplete, such as not containing the information described in this Section, Citizens will return the incomplete invoice to Vendor for correction within thirty (30) calendar days of Citizens’ actual receipt of such invoice. Where Citizens reasonably disputes any part of a complete invoice, such as the amount of the compensation request, Citizens shall pay any undisputed portion of the invoiced amount within (30) calendar days of Citizens’ actual receipt of the complete invoice and will describe the basis for the disputed portion of the invoiced amount. Where Vendor disagrees with Citizens dispute of any invoice, the Parties shall seek to resolve the dispute in accordance with the Dispute Resolution Process further described in this Agreement. In no case shall Citizens be subject to late payment interest charges where Vendor has submitted an incomplete invoice or where Citizens has reasonably disputed an invoice. Where Vendor fails to submit an invoice within twelve (12) calendar months of the Services for which compensation is being requested, Vendor acknowledges and agrees that any payment due for such Services is forfeited by Vendor for its failure to timely submit an invoice.

  • Program Services a) Personalized Care Practice agrees to provide to Program Member certain enhancements and amenities to professional medical services to be rendered by Personalized Care Practice to Program Member, as further described in Schedule 1 to these Terms. Upon prior written notice to Program Member, Personalized Care Practice may add or modify the Program Services set forth in Schedule 1, as reasonably necessary, and subject to such additional fees and/or terms and conditions as may be reasonably necessary. b) Program Member acknowledges that the Program Services are services that are not covered services under any insurance contract to which Program Member may be a party, including, without limitation, Medicare, and are not reimbursable by Program Member’s insurer, health plan or any governmental entity, including Medicare. Program Member agrees to bear sole financial responsibility for the Member Amenities Fee and agrees not to submit to Program Member’s insurer, health plan or governmental entity any xxxx, invoice or claim for payment or reimbursement of such Member Amenities Fee. c) Personalized Care Practice or its designated affiliate will separately charge Program Member or Program Member’s insurer, health plan or governmental entity for medical, clinical, diagnostic or therapeutic services rendered by Personalized Care Practice or its designated affiliate to Program Member, and Program Member may seek payment or reimbursement from Program Member’s insurer or health plan for any such service to the extent covered by Program Member’s insurer, health plan or governmental entity. d) Program Member understands, agrees and covenants that this Agreement is a service contract, and not a contract for insurance.

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