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...

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. 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 6 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 Economic Area 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. 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 obligations of confidentiality in respect of such personal data. 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. The security measures are set out in Annex 2 to this Addendum and You warrant that You have reviewed such security measures and consider them appropriate in the context of the processing of Your personal data as anticipated by the Agreement. 2.7 We may engage such other processors (“Sub Processors”) as We consider reasonably appropriate for the processing of Your personal data in accordance with the terms of the Agreement (including in connection with support, maintenance and development, staff augmentation and the use of third party data centres) provided that We shall notify You of the addition or replacement of such Sub Processors and You may, on reasonable grounds, object to a Sub Processor by notifying Us in writing within 5 days of re...

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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.

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.

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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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.
CONTRACT CLAUSES  A SOLICITATION/CONTRACT FORM 1  I CONTRACT CLAUSES 58  B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS  C DESCRIPTION/SPECS./WORK STATEMENT 25  J LIST OF ATTACHMENTS 74  D PACKAGING AND MARKING 26 PART IV - REPRESENTATIONS AND INSTRUCTIONS  E INSPECTION AND ACCEPTANCE 27 K REPRESENTATIONS, CERTIFICATIONS OTHER STATEMENTS OF OFFERORS  F DELIVERIES OR PERFORMANCE 29  G CONTRACT ADMINISTRATION DATA 32 L INSTRS., CONDS., AND NOTICES TO  H SPECIAL CONTRACT REQUIREMENTS 34 M EVALUATION FACTORS FOR AWARD
Substitution of Engines Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: (i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee: (A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be; (B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and (C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine; (ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request; (iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and (iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Data Destruction When no longer needed, all County PHI or PI must be cleared, purged, or destroyed consistent with NIST Special Publication 800-88, Guidelines for Media Sanitization such that the PHI or PI cannot be retrieved.
Insurance; Damage to or Destruction of Collateral (a) The Credit Parties shall, at their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.18 as in effect on the date hereof or otherwise in form and amounts and with deductibles as is customary for similarly situated businesses and with insurers reasonably acceptable to Agent. Agent and the Lenders confirm that the form, amounts and insurers described on Disclosure Schedule 3.18 are acceptable as of the Closing Date, and shall continue to be acceptable to Agent until not less than 30 days' prior written notice by Agent to Borrower to the contrary. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable. Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor. By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Agent and shall be additional Obligations hereunder secured by the Collateral. (b) Agent reserves the right at any time (but not to be exercised more than once per Fiscal Year) upon (i) any material change in any Credit Party's risk profile (including any change in the product mix maintained by any Credit Party or any laws affecting the potential liability of such Credit Party), as determined by Agent in its commercially reasonable judgment, and (ii) not less than 30 days' prior written notice to Borrower, to require additional forms and limits of insurance to, in Agent's commercially reasonable judgment, adequately protect both Agent's and Lender's interests in all or any portion of the Collateral and to ensure that each Credit Party is protected by insurance in amounts and with coverage customary for its industry. If reasonably requested by Agent, each Credit Party shall deliver to Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Agent, with respect to its insurance policies. (c) Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as lender loss payee or mortgagee (as the case may be), and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as any Event of Default has occurred and is continuing or the anticipated insurance proceeds exceed $1,000,000, as such Credit Party's true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Credit Party on any check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Agent of any loss, damage, or destruction to the Collateral in (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c).
ZIPPER CLAUSE 1. This Agreement sets forth the full and entire understanding of the parties regarding the matters herein. This Agreement may be modified, but only in writing, upon the mutual consent of the parties.
Termination and Data Destruction Upon Project Close-out, the Requester and Approved Users agree to destroy all copies, versions, and Data Derivatives of the dataset(s) retrieved from NIH-designated controlled-access databases, on both local servers and hardware, and if cloud computing was used, delete the data and cloud images from cloud computing provider storage, virtual and physical machines, databases, and random access archives, in accord with the NIH Security Best Practices for Controlled-Access Data Subject to the NIH Genomic Data Sharing (GDS) Policy. However, the Requester may retain these data as necessary to comply with any institutional policies (e.g., scientific data retention policy), law, and scientific transparency expectations for disseminated research results, and/or journal policies. A Requester who retains data for any of these purposes continues to be a xxxxxxx of the data and is responsible for the management of the retained data in accordance with the NIH Security Best Practices for ControlledAccess Data Subject to the NIH Genomic Data Sharing (GDS) Policy, and any institutional policies. Any retained data may only be used by the PI and Requester to support the findings (e.g., validation) resulting from the research described in the DAR that was submitted by the Requester and approved by NIH. The data may not be used to answer any additional research questions, even if they are within the scope of the approved Data Access Request, unless the Requester submits a new DAR and is approved by NIH to conduct the additional research. If a Requester retains data for any of these purposes, the relevant portions of Terms 4, 5, 6, 7, 8, and 12 remain in effect after termination of this Data Use Certification Agreement. These terms remain in effect until the data is destroyed.
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.
Market Abuse 13.1 The Client acknowledges that he will not enter into any transaction which falls within the definition of market abuses of Seychelles Securities Xxx 0000 as amended. This rule applies to all forms of market abuse such as xxxxxxx xxxxxxx (an abusive exploitation of privileged confidential information), the misuse of information and directors trading in shares of their own companies; 13.2 If the Company suspects or has reasonable grounds to believe that the Client has been engaged into an abusive behavior as indicated above the Company reserves the rights to void and/or cancel part or all Client’s abusive trading transactions, close all and any of the Client’s trading accounts and terminate this Agreement under s.21.
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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