Common use of Prohibition on Selling and Limitation on Sharing with Sub-processors Clause in Contracts

Prohibition on Selling and Limitation on Sharing with Sub-processors. Supplier shall not share or provide access to Personal Information to any third parties (affiliated or unaffiliated), except upon prior written consent of Qualcomm and a written agreement obligating the third party to terms no less restrictive as those outlined in these DP Terms. Qualcomm hereby gives a general authorization to Supplier to share Personal Information with sub-processors specified hereunder strictly for the purposes of providing the services according to the Agreement. Supplier shall: (a) provide Qualcomm with legally required details of the Processing to be undertaken by each sub- processor and keep accurate records of any such Processing; and (b) inform Qualcomm of any replacement or addition of such third parties in order to give Qualcomm an opportunity to object. Supplier and Qualcomm will make a good-faith effort to resolve any of Qualcomm’s objection. In the absence of a resolution within a reasonable time, Qualcomm may terminate the portion of the Services which cannot be provided without the third party and will be promptly entitled to a pro- rata refund of the fees thereof. Notwithstanding any prior written consent of Qualcomm, Supplier shall conduct reasonable assessments of such third parties, constantly monitor and supervise their compliance of Applicable Law and contractual obligations, and remain fully liable for any of their performance that causes any breach of the obligations hereunder and any violation of Applicable Law to the same extent as if Supplier caused such breach or violation.

Prohibition on Selling and Limitation on Sharing with Sub-processors. Supplier shall not share or provide access to Personal Information to any third parties (affiliated or unaffiliated), except upon prior written consent of Qualcomm and a written agreement obligating the third party to terms no less restrictive as those outlined in these DP Terms. Qualcomm hereby gives a general authorization to Supplier to share Personal Information with sub-processors specified hereunder strictly for the purposes of providing the services according to the Agreement. Supplier shall: (a) provide Qualcomm with legally required details of the Processing to be undertaken by each sub- processor and keep accurate records of any such Processing; and (b) inform Qualcomm of any replacement or addition of such third parties in order to give Qualcomm an opportunity to object. Supplier and Qualcomm will make a good-faith effort to resolve any of Qualcomm’s objection. In Qualcomm¶V REMInHFWLRQ the absence of a resolution within a reasonable time, Qualcomm may terminate the portion of the Services which cannot be provided without the third party and will be promptly entitled to a pro- rata refund of the fees thereof. Notwithstanding any prior written consent of Qualcomm, Supplier shall conduct reasonable assessments of such third parties, constantly monitor and supervise their compliance of Applicable Law and contractual obligations, and remain fully liable for any of their performance that causes any breach of the obligations hereunder and any violation of Applicable Law to the same extent as if Supplier caused such breach or violation.

Prohibition on Selling and Limitation on Sharing with Sub-processors. Supplier shall not share or provide access to Personal Information to any third parties (affiliated or unaffiliated), except upon prior written consent of Qualcomm and a written agreement obligating the third party to terms no less restrictive as those outlined in these DP Terms. Qualcomm hereby gives a general authorization to Supplier to share Personal Information with sub-sub- processors specified hereunder strictly for the purposes of providing the services according to the Agreement. Supplier shall: (a) provide Qualcomm with legally required details of the Processing to be undertaken by each sub- sub-processor and keep accurate records of any such Processing; and (b) inform Qualcomm of any replacement or addition of such third parties in order to give Qualcomm an opportunity to object. Supplier and Qualcomm will make a good-faith effort to resolve any of Qualcomm’s objection. WR UHVROYH DQ\ RI In the absence of a resolution within a reasonable time, Qualcomm may terminate the portion of the Services which cannot be provided without the third party and will be promptly entitled to a pro- pro-rata refund of the fees thereof. Notwithstanding any prior written consent of Qualcomm, Supplier shall conduct reasonable assessments of such third parties, constantly monitor and supervise their compliance of Applicable Law and contractual obligations, and remain fully liable for any of their performance that causes any breach of the obligations hereunder and any violation of Applicable Law to the same extent as if Supplier caused such breach or violation.Applicable