Right of instruction. The Contractor shall have the exclusive right of instruc- tion, guidance and supervision of its employees, even if the order is to be realised on the Client’s or a third party’s premises. The Client’s right to issue instructions for orders relating to the realisation instructions remains unaffected hereby.
Right of instruction. (1) The Data Processor may only collect, process or use data within the scope of the Main Contract and in accordance with the instructions of the Controller. If the Data Processor is required to carry out further processing by the law of the European Union or the Member States to which it is subject, it shall notify the Controller of these legal requirements prior to the processing.
(2) The instructions of the Controller shall initially be determined by this Agreement. Thereafter, they may be amended, supplemented, or replaced by the Controller in writing or text form by individual instructions (Individual Instructions). The Controller shall be entitled to issue such instructions at any time. This includes instructions with regard to the correction, deletion, and blocking of data.
(3) All instructions issued shall be documented by the Controller. Instructions that go beyond the service agreed in the Main Contract shall be treated as a request for a change in service.
(4) If the Data Processor is of the opinion that an instruction of the Controller violates data protection provisions, it shall notify the Controller thereof without undue delay. The Data Processor shall be entitled to suspend the implementation of the relevant instruction until it is confirmed or amended by the Controller. The Data Processor may refuse to carry out an obviously unlawful instruction.
Right of instruction. (1) The Data Processor may only collect, process or use data within the scope of the Main Contract and in accordance with the instructions of the Controller; this applies in particular with regard to the transfer of personal data to a third country or to an international organization. If the Data Processor is required to carry out further processing by the law of the European Union or the Member States to which it is subject, it shall notify the Controller of these legal requirements prior to the processing.
(2) The instructions of the Controller shall initially be determined by this Agreement. Thereafter, they may be amended, supplemented, or replaced by the Controller in writing or text form by individual instructions (Individual Instructions). The Controller shall be entitled to issue such instructions at any time. This includes instructions with regard to the correction, deletion, and blocking of data.
(3) All instructions issued shall be documented by the Controller. Instructions that go beyond the service agreed in the Main Contract shall be treated as a request for a change in service.
(4) If the Data Processor is of the opinion that an instruction of the Controller violates data protection provisions, it shall notify the Controller thereof without undue delay. The Data Processor shall be entitled to suspend the implementation of the relevant instruction until it is confirmed or amended by the Controller. The Data Processor may refuse to carry out an obviously unlawful instruction.
Right of instruction. (1) The Contractor may only process personal data on the instructions of the Customer; this applies in particular with regard to the transfer of personal data to a third country or to an international organization. If the Contractor is required by the law of the European Union or of the Member States to which it is subject to carry out further processing, it shall notify the Customer of these legal requirements prior to the processing, unless the relevant law prohibits such notification due to an important public interest.
(2) The Customer's instructions shall initially be determined by this Agreement and the Main Agreement and may thereafter be amended, supplemented or replaced by the Customer in writing or in text form by individual instructions. All instructions issued shall be documented by both the Principal and the Contractor.
(3) The Customer shall be responsible for assessing the permissibility of the data processing. However, if the Contractor is of the opinion that an instruction of the Customer violates data protection provisions, it shall notify the Customer thereof without undue delay. The Contractor shall be entitled to suspend the implementation of the relevant instruction until it is confirmed or amended by the Customer. The Contractor may refuse to carry out an obviously illegal instruction.
Right of instruction. The Controller reserves the right to instruct the Processor on the nature, scope and procedures of processing personal data. The Controller will promptly confirm any oral instructions in writing or by email. The Processor may not use personal data for purposes other than those stipulated in the Agreement. Such data may not be transferred or made accessible to third parties. The Processor will not make copies of the data without the Controller’s consent, except backup copies that are necessary to ensure the adequate and proper data processing, and except data that are necessary to comply with statutory document retention duties. Such data are to be barred for other uses. The Processor may provide information to third parties or data subjects only with the Controller’s prior consent. The Processor will notify the Controller immediately where, in the Processor’s opinion, an instruction violates data protection laws. In such case, the Processor may suspend compliance with an instruction pending final confirmation or amendment of the instruction by the Controller.
Right of instruction. (1) The Contractor may only collect, process or use data within the scope of the order and in accordance with the Client’s instructions, in particular, with regard to the transfer of personal data to a third country or an international organisation. Where the law of the European Union or of the Member State, to which the Contractor is subject, requires the Contractor to carry out further processing, the Contractor shall inform the Client thereof before the beginning of the Processing.
(2) The Processing instructions shall be initially provided by the Client and can then be changed, supplemented or replaced in writing. The Client shall issue appropriate individual instructions at any time, specifically regarding the correction, deletion and blocking of data.
(3) All instructions given shall be documented by both the Client and the Contractor. Instructions that supersede the agreed performance level shall be treated as a request for a change in performance.
(4) If the Contractor is of the opinion that an instruction provided by the Client violates applicable data protection regulations, the Contractor shall inform the Client thereof immediately. The Contractor is entitled to suspend the execution of the relevant instruction until it is confirmed or amended by the Client. The Contractor may refuse to carry out an obviously unlawful instruction.
Right of instruction. (a) Each Major Shareholder agrees, to the extent permitted by applicable law and subject to the Board Members’ fiduciary duties under Swiss law, to instruct its respective Nominee Director to vote in Board meetings in relation to all Category 1 Matters (see Exhibit B), in each case in accordance with the proposals made by the Founder provided always that no Board Member shall be required to act in breach of its fiduciary duties under Swiss law.
(b) In case (i) a Board Member (other than a Nominee Director) is not following the Founder’s proposal or (ii) a Nominee Director votes against the Founder’s proposal to the Board regarding Category 1 Matters as set out in Exhibit B (a “Defaulting Board Member”), the Founder shall be entiteld to (A), at any time, convene an extraordinary shareholders’ meeting to recall or, in the Founder’s discretion, replace the Defaulting Board Member or (B) at the annual shareholders’ meeting, recall or, in the Founder’s discretion, replace the Defaulting Board Member provided that:
(i) if the Defaulting Board Member is a Nominee Director, the right of the Major Shareholder having appointed the Defaulting Board Member to designate one Board Member and to designate replacements for such Board Member pursuant to Clauses 3.1(b) and 3.1(d) shall immediately terminate; and
(ii) if the Defaulting Board Member is a Classified Director, the Parties shall no longer be obliged to re-elect such Classified Director in accordance with Clause 3.4(a). Clauses 3.1(g), 3.2 and 3.4(b) shall no longer apply in case a valid resolution is passed by the Board against the Founder’s proposal to the Board regarding Category 1 Matters as set out in Exhibit B. For the avoidance of doubt, this Clause 3.3(b) shall not apply in case a Board Member would be in breach of his fiduciary duties by following the Founder’s proposal to the Board regarding Category 1 Matters as set out in Exhibit B.
Right of instruction. In the course of its activities, the Processor shall only proceed in accordance with the written instructions of the Controller.
