PROCESSOR SPECIFIC OBLIGATIONS Sample Clauses

PROCESSOR SPECIFIC OBLIGATIONS. 3.1 Where IPSX processes Protected Data on behalf of the Counterparty, IPSX shall: 3.1.1. (and shall ensure that any person acting under its authority who has access to Protected Data) process the Protected Data only in accordance with IPSX’s Privacy Notice, the Agreement and this Appendix and Annex 1 (Data Processing Details) (which may be updated from time to time by written agreement of the parties), (“Processing Instructions”); and 3.1.2. immediately inform the Counterparty of any requirement under applicable law that would require IPSX to process the Protected Data other than only on the Processing Instructions, or if any Counterparty instruction does not comply with DP Laws.
AutoNDA by SimpleDocs
PROCESSOR SPECIFIC OBLIGATIONS. 3.1 Where IPSX processes Protected Data on behalf of the Counterparty, IPSX shall: 3.1.1. (and shall ensure that any person acting under its authority who has access to Protected Data) process the Protected Data only in accordance with IPSX’s Privacy Notice, the Agreement and this Appendix and Annex 1 (Data Processing Details) (which may be updated from time to time by written agreement of the parties), (“Processing Instructions”); and 3.1.2. immediately inform the Counterparty of any requirement under applicable law that would require IPSX to process the Protected Data other than only on the Processing Instructions, or if any Counterparty instruction does not comply with DP Laws. 3.2 IPSX shall implement and maintain appropriate technical and organisational measures for the processing of Protected Data by or on behalf of IPSX: 3.2.1. to meet or exceed the requirements of DP Laws and protect the rights of Data Subjects; and 3.2.2. to ensure a level of security in respect of Protected Data appropriate to the risks of the processing, in particular to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Protected Data. 3.3 Without affecting the effectiveness of paragraph 3.2.2, IPSX shall, in respect of all Protected Data comply with the requirements regarding security set out in DP Laws, and in this Agreement. 3.4 If IPSX is to process Protected Data with a Sub-Processor, then IPSX shall appoint the Sub- Processor under a binding written contract (“Processor Contract”) which imposes the same data protection obligations as are contained in this Agreement on the Sub-Processor, including under paragraph 3.2, and this paragraph 3.4 for engaging another Processor. 3.5 IPSX shall: 3.5.1. promptly on request by the Counterparty give details of any Processor Contract to the Counterparty; and 3.5.2. where a Sub-Processor does not comply with its data protection obligations in accordance with the Processor Contract, remain fully liable to the Counterparty for that Sub-Processor’s obligations. 3.6 IPSX shall: 3.6.1. ensure that IPSX Personnel processing Protected Data have signed agreements requiring them to keep Protected Data confidential; 3.6.2. take all reasonable steps to ensure the reliability of IPSX Personnel processing Protected Data; and 3.6.3. ensure that IPSX Personnel receive adequate training on compliance with this Schedule and DP Laws. 3.7 IPSX shall put in place and maintain appropriate technica...

Related to PROCESSOR SPECIFIC OBLIGATIONS

  • Specific Obligations The HSP: will provide to the Funder, or to such other entity as the Funder may direct, in the form and within the time specified by the Funder, the Reports, other than personal health information as defined in the Enabling Legislation, that the Funder requires for the purposes of exercising its powers and duties under this Agreement, the Accountability Agreement, the Enabling Legislation or for the purposes that are prescribed under any Applicable Law; will fulfil the specific reporting requirements set out in Schedule B; will ensure that every Report is complete, accurate, signed on behalf of the HSP by an authorized signing officer where required and provided in a timely manner and in a form satisfactory to the Funder; agrees that every Report submitted to the Funder by or on behalf of the HSP, will be deemed to have been authorized by the HSP for submission. For certainty, nothing in this section 8.1 or in this Agreement restricts or otherwise limits the Funder’s right to access or to require access to personal health information as defined in the Enabling Legislation, in accordance with Applicable Law for purposes of carrying out the Funder’s statutory objects to achieve the purposes of the Enabling Legislation.

  • All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS Members. All goods proposed and sold shall be new unless clearly stated in writing. The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of the request. If support andƒor training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. Most TIPS Members are tax exempt and the related laws andƒor regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. No assignment of Agreement may be made without the prior notification of TIPS. Written approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned company.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Interconnection Customer Obligations The Interconnection Customer shall maintain the Large Generating Facility and the Interconnection Customer’s Interconnection Facilities in a safe and reliable manner and in accordance with this LGIA.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Subprocessor For the purposes of this DPA, the term “Subprocessor” (sometimes referred to as the “Subcontractor”) means a party other than LEA or Provider, who Provider uses for data collection, analytics, storage, or other service to operate and/or improve its service, and who has access to Student Data.

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

  • Supplier Obligations 7.1 The Supplier shall: 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract; 7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 7.1.4 ensure the Supplier Assets used in the performance of the Services will be free of all encumbrances (except as agreed in writing with the Authority); 7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel; 7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice; 7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier; 7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8; 7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services; 7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under the Contract; 7.1.12 notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place; 7.1.13 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier; 7.1.14 subject to Clause 33.6, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Contract; and 7.1.15 ensure that neither it, nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Contract.

  • Subprocessors Provider shall enter into written agreements with all Subprocessors performing functions for the Provider in order for the Provider to provide the Services pursuant to the Service Agreement, whereby the Subprocessors agree to protect Student Data in a manner no less stringent than the terms of this DPA.

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!