Common use of Division of Responsibility Clause in Contracts

Division of Responsibility. 1. The Processor will only be responsible for the processing of the Personal Data under this Data Processing Agreement, in accordance with the Controller's instructions and under the express (ultimate) responsibility of the Controller. The Processor will expressly not be responsible for any other processing of Personal Data, in any event including but not limited to the collection of Personal Data by the Controller, processing for any purposes not communicated by the Controller to the Processor, and/or processing by third parties and/or for other purposes. 2. The Controller warrants that the content, the use and the instruction for the processing of the Personal Data as referred to in this Data Processing Agreement will not be unlawful and will not infringe any third-party rights. 3. The Controller will at all times warrant the lawfulness of these processing activities and warrant that its systems and infrastructure will at all times be adequately secured. 4. The Controller will be responsible for assessing whether the Processor offers sufficient warranties in terms of application of appropriate technical and organisational measures so that the processing activities meet the requirements of the GDPR and/or any other applicable laws and regulations and the protection of the rights of Data Subjects is sufficiently safeguarded. 5. Without prejudice to the Processor's or Controller’s other rights, parties will indemnify each other against any damage, third-party claims and fines imposed by supervisory authorities for the situations in which either party acts contrary to the provisions of this Data Processing Agreement, the annex pertaining hereto and/or the General Data Protection Regulation and/or any other applicable laws and regulations. 6. The Processer will immediately inform the Controller if in its opinion, an instruction violates the General Data Protection Regulation and/or any other applicable laws and regulations.