Supplier Obligations as a Data Processor Sample Clauses

Supplier Obligations as a Data Processor. The Supplier will: a. Process Personal Data on behalf of and in accordance with Client’s Instructions. Supplier will inform Client if, in its opinion, the Instructions are inconsistent with DP Law; b. Supplier will not sell, retain, use or disclose Personal Data for any purpose other than for the specific purposes of performing the Services and to comply with applicable Law. Supplier will not sell, disclose, share or provide access to any Personal Data that Client provides to Supplier for monetary or other valuable consideration. Supplier represents and warrants that it will not transfer any Personal Data subject to this DPA in a way that constitutes a Sale of Personal Data under the CCPA. Supplier will not accept any Personal Data as consideration for any Services that Supplier provides to Client; c. ensure that all persons Supplier authorizes to Process Personal Data in the context of the Services are granted access to Personal Data on a need-to-know basis and are committed to respecting the confidentiality of Personal Data; d. immediately, and under no circumstances later than within 3 business days, inform Client of all requests Supplier receives from Data Subjects (including Verifiable Consumer Requests under the CCPA) exercising their applicable rights under DP Law of access to (right to know to under the CCPA), or correction or erasure of, their Personal Data, their right to restrict or object to Supplier’s Processing, or their right to data portability. Supplier will not respond to these requests unless Client instructs Supplier in writing to do so; e. immediately, and under no circumstances later than within 3 business days, inform Client of each request Supplier receives from a public authority requiring Supplier to disclose Personal Data Processed in the context of the Services or to participate in an investigation involving that Personal Data; f. provide reasonable assistance through Data Security Measures to Client, at Supplier’s expense, to assist Client in complying with Client’s obligations under DP Law, which assistance would include conducting data protection impact assessments and consulting with a supervisory authority, taking into account the nature of the Processing and the information available to Supplier; g. implement, maintain, and comply with the Security Requirements set out in Exhibit A to this DPA. Supplier will respond to Personal Data Breaches in accordance with Clause 2 of Exhibit A. The response may include identifying key...
Sample 1
AutoNDA by SimpleDocs

Related to Supplier Obligations as a Data Processor

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Definitions For purposes of this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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