SUB-PROCESSOR’S OBLIGATIONS Sample Clauses

SUB-PROCESSOR’S OBLIGATIONS. 3.1. Sub-Processor commits to complying with the following obligations, including those defined in Annexes 1, 2 and 3 which are considered an integral part of this DSPA: a) Sub-Processor will Process Client Personal Data only as necessary to provide the Service and subject to the Client’s written instructions, including as provided in the Agreement and this DSPA; b) Sub-Processor will notify the Client in the event that it considers a specific written instruction that was received, to be in violation of the Applicable Data Protection Laws; c) Sub-Processor will notify the Client without undue delay of any contact, communication or correspondence it may receive from a Supervisory Authority, related to the Processing of Client Personal Data; d) Sub-Processor has implemented adequate operational, technical and organisational measures under Art. 32 GDPR to protect the Client Personal Data. The Parties are aware and agree that the Sub-Processor is expressly authorized to implement alternative measures or to establish alternative places of data retention provided the level of security of the measures or places chosen is considered, in all respects, adequate; e) In the event that the Sub-Processor discloses Client Personal Data to its personnel which is directly and exclusively involved in the provision of the Service, Sub-Processor will ensure that such personnel: i) is committed to confidentiality or is under an appropriate statutory obligation of confidentiality; and ii) Processes Client Personal Data under the instructions of Sub-Processor, and in compliance with Sub-Processor’s obligations under this DSPA.
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SUB-PROCESSOR’S OBLIGATIONS. 2.1 With regard to the processing referred to in Article 1, Sub−Processor will ensure compliance with the requirements imposed by the GDPR on the processing of personal data. 2.2 Sub−Processor will inform the Processor, upon request, about the measures it has taken concerning its obligations under this Sub−Processor Agreement and the GDPR. 2.3 The obligations of the Sub−Processor arising from this Sub−Processor Agreement also apply to those who process personal data under the authority or on behalf of the Sub−Processor, including but not limited to employees, in the broadest sense of the word. 2.4 Sub−Processor indemnifies the Processor against any claims and legal actions from third parties, including supervisory authorities such as the Dutch Data Protection Authority and Data Subjects, based on or arising from a breach of the Dutch Data Protection Act, the GDPR, and/or this Sub− Processor Agreement. 2.5 Sub−Processor will immediately notify the Processor if it believes that an instruction from the Processor or Controller conflicts with the laws referred to in paragraph 1.
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SUB-PROCESSOR’S OBLIGATIONS. 2.1. Wonderkind’s obligations arising under the terms of this Data Processing Addendum apply also to whoever processes personal data under Wonderkind ‘s instructions. 2.2. Wonderkind shall, on request, promptly supply Partner with details regarding the measures it has adopted to comply with its obligations under this Data Processing Addendum and the GDPR.
Sample 1
SUB-PROCESSOR’S OBLIGATIONS. 3.1. Sub-Processor commits to complying with the following obligations, including those defined in Annexes 1, 2 and 3 which are considered an integral part of this DSPA:
Sample 1
SUB-PROCESSOR’S OBLIGATIONS. Everlaw will: (A) enter into a written agreement with each Sub-processor containing terms that provide at least the same level of protection for Customer Data as those contained in this DPA, to the extent applicable to the nature of the services provided by such Sub-processor; and (B) remain responsible for all obligations sub-contracted and for any acts or omissions of the Sub-processor.
Sample 1
SUB-PROCESSOR’S OBLIGATIONS. Jumplead shall: (i) enter into a written agreement with the Sub-Processor imposing terms that require the Sub-Processor to protect the Customer Data to the standards required by the applicable Data Protection Laws, including the requirement for the Sub-Processor not to process any Customer Data except on the Customer's documented, lawful instructions; and (ii) be and remain responsible for its compliance with the obligations contained within this DPA and for any acts or omissions of the Sub-Processor that may cause Jumplead to breach any of its obligations under this DPA.
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SUB-PROCESSOR’S OBLIGATIONS. Where Proxyclick engages a sub-processor for carrying out specific Processing activities on behalf of the Client, the same data protection obligations as set out in this DPA shall be imposed on that sub-processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Legislation. Where the sub-processor fails to fulfil its data protection obligations, Proxyclick shall remain liable for the acts and omissions of its sub-processor.
Sample 1
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Related to SUB-PROCESSOR’S OBLIGATIONS

  • Processor’s Obligations Except where expressly permitted by Article 28 (3)(a) GDPR, Processor shall process data subjects’ Data only within the scope of the Agreement and the instructions issued by Controller. Where Processor believes that an instruction would be in breach of applicable law, Processor shall notify Controller of such belief without undue delay. Processor shall be entitled to suspend performance on such instruction until Controller confirms or modifies such instruction. Processor shall, within Processor’s scope of responsibility, organize Processor’s internal organization so it satisfies the specific requirements of data protection. Processor shall implement technical and organizational measures to ensure the adequate protection of Controller’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Processor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Controller is familiar with these technical and organizational measures, and it shall be Controller’s responsibility that such measures ensure a level of security appropriate to the risk. The parties agree to refer to the existing certification of Processor by Kiwa International Cert GmbH in accordance with DIN ISO/IEC 27001:2015 which is considered sufficient evidence for these purposes by Controller and which is available on the website of Processor (xxx.xxxxxxx.xxx). Processor reserves the right to modify the measures and safeguards implemented, provided, however, that that the level of security shall not be less protective than initially agreed upon. Processor shall support Controller, insofar as is agreed upon by the parties, and where possible for Processor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR. Processor shall ensure that all employees involved in Contract Processing of Controller’s Data and other such persons as may be involved in Contract Processing within Processor’s scope of responsibility shall only do so within the scope of the instructions. Furthermore, Processor shall ensure that any person entitled to process Data on behalf of Controller has undertaken a commitment to confidentiality under terms similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Contract Processing. Processor shall notify Controller without undue delay if Processor becomes aware of any Data breaches within Processor’s scope of responsibility. Processor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Processor shall coordinate such efforts with Controller without undue delay. Processor shall notify to Controller the point of contact for any issues related to data protection arising out of or in connection with the Agreement. The Exhibit provides for a list of the initially designated persons. Processor shall correct or erase Data if so instructed by Controller and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Processor shall, based on Controller’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Controller. In specific cases designated by Controller, such Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. Processor shall, upon termination of Contract Processing and upon Controller’s instruction, return all Data, carrier media and other materials to Controller or delete the same. Where a data subject asserts any claims against Controller in accordance with Article 82 of the GDPR, Processor shall support Controller in defending against such claims, where possible at Controller’s cost as set out in Section 6 para. 3. Controller shall notify Processor without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by Controller in the results of Processor’s work.

  • Lessor's Obligations Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

  • Contractor’s Obligations Pursuant to this contract, the Contractor agrees to provide the specific services detailed herein and shall be responsible for the following:

  • Customer’s Obligations 7.1 The Customer shall: (a) comply with: (i) the terms of the Connection Procedures when connecting Authorised Users to the Services; (ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time; (b) provide Xxxxxxxx with: (i) all necessary co-operation in relation to these terms and conditions; and (ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (c) comply with all applicable laws and regulations with respect to its activities under the Agreement; (d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights; (e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions; (f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services; (g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services; (h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of: (i) health and safety; (ii) quality of the Services; (iii) an emergency; or (iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations; (i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any; (j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs; (k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions; (l) be solely responsible for maintaining the security of any equipment connected to the Services; and (m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to: (a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); (b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and (c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).

  • SUPPLIER’S OBLIGATIONS 7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. 7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier: (a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free due to the fact we allow custom changes and us a third party hosting provider; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement. 7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  • City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.

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