UNDERTAKING AND INSTRUCTION Sample Clauses

UNDERTAKING AND INSTRUCTION. 3.1 SEON undertakes: (a) to process and transfer Customer Data in accordance with the Data Protection Legislation, the Agreement and as further documented in any other written instructions given by Controller and acknowledged by SEON as constituting instructions for purposes of this DPA; (b) to inform Controller prior to processing that SEON is required by laws of the European Union or EU Member States, to which SEON is subject, to process Customer Data, provided that SEON is not prohibited to give such information on important grounds of public interest; (c) to immediately inform Controller if, in its opinion, an instruction of Controller infringes applicable Data Protection Legislation. SEON will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties; (d) to keep Customer Data confidential and ensure that persons authorised to process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (e) to implement all appropriate technical and organisational measures necessary in order to ensure a level of security, as required pursuant to the Data Protection Legislation, and necessary in order for SEON to comply with the security requirements set out in Appendix 1 of the DPA. SEON shall notify Controller about changes in the applied technical and organizational security measures that significantly affect the security of the processing of Customer Data; (f) to assist Controller in the fulfilment of Controller's obligation to respond to and to fulfil requests from data subjects exercising their rights laid down in the Data Protection Legislation taking into account the nature of the processing, by implementing appropriate technical and organisational measures, insofar as this is possible. SEON shall notify Controller in case of receiving a request to exercise the data subjects’ rights under the Data Protection Legislation without undue delay after receiving such request, and SEON should reasonably cooperate with Controller in addressing such request. Unless Controller otherwise instructs SEON, the notification of such request shall be sent to Controller’s Email Address. If Controller provided more than one Controller’s Email Address, notification sent to at least one of Controller’s Email Address shall be sufficient to comply with this section. SEON is not responsible or liable for responding to the data subject; (g) to assist Control...
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UNDERTAKING AND INSTRUCTION. 3.1 Processor undertakes to process the personal data that it has access to under the Master Service Agreement to which this DPA form an integral part (the “Agreement”) on behalf of Controller, for the purpose of fulfilling the Agreement and during the term of the Agreement.

Related to UNDERTAKING AND INSTRUCTION

  • Background and Instructions History of Agreement- This agreement has been drafted by the Texas Student Privacy Alliance (TXSPA). The Alliance is a collaborative group of Texas school districts that share common concerns around student and data privacy. The Texas K-12 CTO Council is the organization that sponsors the TXSPAand the TXSPA is the Texas affiliate of the national Student Data Privacy Consortium (SDPC). The SDPC works with other state alliances by helping establish common data privacy agreements unique to the jurisdiction of each state. This Texas agreement was drafted specifically for K-12 education institutions and included broad stakeholder input from Texas school districts, statewide associations such as TASB, TASA, and TASBO, and the Texas Education Agency. The purpose of this agreement is to set standards of both practice and expectations around data privacy such that all parties involved have a common understanding of expectations. This agreement also provides a mechanism (Exhibit E- General Offer of Terms) that would allow an Operator to extend the ability of other Texas school districts to be covered under the terms of the agreement should an Operator sign Exhibit E. This mechanism is intended to create efficiencies for both Operators and LEAs and generally enhance privacy practices and expectations for K-12 institutions and for companies providing services to K-12 institutions.

  • SOURCE OF INSTRUCTIONS The Contractor shall neither seek nor accept instructions from any authority external to UNDP in connection with the performance of its services under this Contract. The Contractor shall refrain from any action that may adversely affect UNDP or the United Nations and shall fulfill its commitments with the fullest regard to the interests of UNDP.

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