PROCESSOR CLAUSES Sample Clauses

PROCESSOR CLAUSES. 2.1. In the event that We process Your personal data under or in connection with the Agreement, the parties record their intention that We are the processor, and You are the controller of such personal data. The Product Fact Sheet sets out the subject-matter and duration of the processing of Your personal data, the nature and purpose of the processing, the type of personal data and the categories of data subjects. Subject to clause 2.7 of this Schedule 6, We may amend the Product Fact Sheet from time to time. 2.2. Each party shall comply with its obligations under applicable Data Protection Legislation, and You warrant and undertake that You shall not instruct Us to process Your personal data where such processing would be unlawful. 2.3. Subject to clause 2.4 and 2.7 below, We shall process Your personal data only in accordance with Your documented instructions and shall not transfer Your personal data outside of the European Union or the UK (the “Approved Jurisdiction”) without the documented instruction. For the avoidance of any doubt, any configuration of the service by You (or Us, acting on Your instruction) shall constitute ‘written instructions’ for the purposes of this Schedule 6 and in relation to any transfer as a result of such configuration, We shall have put in place appropriate safeguards to protect Your personal data and ensure that the relevant data subjects have enforceable subject access rights and effective legal remedies as required by the Data Protection Legislation. 2.4. We may process Your personal data other than in accordance with Your documented instructions where required to do so by applicable law provided that (unless prohibited by applicable law on important grounds of public interest) We shall notify You of such legal requirement before such processing. 2.5. We shall ensure that individuals engaged in the processing of Your personal data under the Agreement are subject to written obligations of confidentiality. 2.6. We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk involved in processing Your personal data pursuant to the Agreement. We shall assist You by appropriate technical and organisational measures in fulfilling Your obligations as controller in relation to the security of processing Your personal data. Our general security measures are set out in clause 4 to this Schedule 6, the Access Payment Product specific security measures are set out in the r...
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PROCESSOR CLAUSES. 2.1. In the event that We process Your personal data under or in connection with the Agreement, the parties record their intention that We are the processor and You are the controller of such personal data. Annex 1 to this Addendum 1 sets out the subject-matter and duration of the processing of Your personal data, the nature and purpose of the processing, the type of personal data and the categories of data subjects. The parties may amend Annex 1 from time to time by written agreement. You warrant and undertake that You have reviewed Annex 1 and that it contains full and accurate details of “type of personal data” and “categories of data subject” to which the Agreement relates. In the event of any change during the term of the Agreement each party shall inform the other and You and We shall work together to correct Annex 1 and review Annex 2 as necessary. 2.2. Each party shall comply with its obligations under applicable Data Protection Legislation and You warrant and undertake that You shall not instruct Us to process Your personal data where such processing would be unlawful. 2.3. Subject to paragraph 2.4 below, We shall process Your personal data only in accordance with Your documented instructions and shall not transfer Your Personal Data outside of the European Union without Your consent. For the avoidance of any doubt, any configuration of the service by You shall constitute ‘written instructions’ for the purposes of this Addendum 1 and in relation to any transfer as a result of such configuration, We shall have put in place appropriate safeguards to protect Your personal data (and We shall notify You of such safeguards) and ensure that the relevant data subject have enforceable subject access rights and effective legal remedies as required by the Data Protection Legislation. 2.4. We may process Your personal data other than in accordance with Your documented instructions where required to do so by applicable law provided that (unless prohibited by applicable law on important grounds of public interest) We shall notify You of such legal requirement before such processing. 2.5. We shall ensure that individuals engaged in the processing of Your personal data under the Agreement are subject to written obligations of confidentiality in respect of such personal data as set out in Clause 6 of the Agreement. 2.6. We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk involved in processing ...
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PROCESSOR CLAUSES. 2.1 In the event that We process Your personal data under the Agreement, the parties record their intention that We are the processor and You are the controller of such personal data. Annex 1 to this Addendum 1 sets out the subject-matter and duration of the processing of Your personal data, the nature and purpose of the processing, the type of personal data and the categories of data subjects. The parties may amend Annex 1 from time to time by written agreement. You warrant and undertake that You have reviewed Annex 1 and that it contains full and accurate details of “type of personal data” and “categories of data subject” to which the Agreement relates. In the event of any change during the term of the Agreement You shall inform Us and You and We shall work together to correct Annex 1 and review Annex 2 as necessary.
Sample 1
PROCESSOR CLAUSES. 2.1. The parties acknowledge that the factual arrangements between them dictate the role of each party in respect of the Data Protection Legislation. Notwithstanding the foregoing, each party acknowledges that the intention is that You will be sharing Your and, to the extent applicable, Your Permitted Users’ personal data with Dext in order for Dext to fulfil its obligations under the Agreement and analyse the Customer Data, including Your personal data. 2.2. In the event that We process Your, and, to the extent applicable, Your Permitted Users’ personal data under or in connection with the Agreement, the parties record their intention that We are the processor, and You are the controller of such personal data. The Data Processing Details sets out the subject-matter and duration of the processing of Your personal data, the nature and purpose of the processing, the type of personal data and the categories of data subjects. Subject to clause 2.12 of this Data Processor Agreement, We may amend the Data Processing Details from time to time. 2.3. Each party shall comply with its obligations under applicable Data Protection Legislation, and You warrant and undertake that You shall not instruct Us to process Your personal data where such processing would be unlawful. 2.4. You acknowledge that We do not want, nor expect any special category of personal data to be uploaded by You or Permitted Users or Authorised Users and You agree not to (and to ensure that Your Permitted Users or Authorised Users as applicable do not) upload the same. Breach of this clause shall constitute a material breach of Your Agreement with US which may allow Us to terminate the Agreement in accordance with its terms including, without limitation, clause 6.1 of Schedule 1 of Dext’s General Terms and Conditions. 2.5. You also agree that (i) Dext is not acting on Your or any of Your Permitted User or Authorised User’s behalf as a Business Associate or subcontractor; (ii) the Dext Products may not be used to store, maintain, process or transmit protected health information (“PHI”) and (iii) the Dext Products will not be used in any manner that would require Dext or any of the Dext Products to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”). In the preceding sentence, the terms “Business Associate,” “subcontractor,” “protected health information” or “PHI” shall have the meanings described in HIPAA. 2.6. Subject to clause 2...
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PROCESSOR CLAUSES. 3.1 Subject to clause 5.1, the Processor Clauses shall apply to any transfers of Customer Personal Data falling within the scope of the GDPR from the Customer (as controller) to SUSE (as processor). 3.2 For the purposes of the Processor Clauses: (a) references to Regulation (EU) 2018/1725 shall be deemed deleted; (b) Annex I (List of Parties) shall be deemed to incorporate: (i) with respect to the Customer and Customer Affiliates the information set out in the "Customer Details" and "Customer Affiliates" sections at the top of this DPA; and (ii) with respect to XXXX, the following information; (c) Annex II (Description of the processing) shall be deemed to incorporate the information in Schedule 1; (d) Annex III (Technical and Organisational Measures) shall be deemed to incorporate the information set out in the Technical and Organisational Measures Addendum.
Sample 1
PROCESSOR CLAUSES. In the event that the Seller process the Buyer’s personal data under the Agreement, the parties record their intention that the Seller are the processor and the Buyer are the controller of such personal data. The Sales Order sets out the subject-matter of the processing of the Buyer’s personal data and the duration of processing will be until termination of contract as outlined in the terms and conditions. The Buyer warrants and undertakes that the Buyer have reviewed the sales order, and project plan where applicable, and that it contains full and accurate details of “type of personal data” and “categories of data subject” to which the Agreement relates. In the event of any change during the term of the Agreement the Buyer shall inform the Seller and the Buyer and the Seller shall work together to review the information as necessary.
Sample 1

Related to PROCESSOR CLAUSES

  • Successor Clause Grievances filed during the term of the 2019-2021 Agreement will be processed to completion in accordance with the provisions of the 2019-2021 Agreement.

  • Merger Clause This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

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