Independent Controllers Sample Clauses

Independent Controllers. The parties acknowledge that in respect of the Shared Personal Data that is processed pursuant to the terms of this Agreement, each party acts in the capacity of an independent controller and at no point does Sage or ISV Partner intend to act in the capacity of a data processor on behalf of the other or as joint data controllers.

Independent Controllers. Each party: (a) is an independent controller of Controller Personal Data under the Data Protection Legislation; (b) will individually determine the purposes and means of its processing of Controller Personal Data; and (c) will comply with the obligations applicable to it under the Data Protection Legislation regarding the processing of Controller Personal Data.

Independent Controllers. The Parties agree that in connection with the Processing of Personal Data for the Controller Services, each Party is an independent Controller and no joint control relationship between the Parties arises. Where either Party Processes Personal Data in the context of the Controller Services, the Parties shall comply with the Controller to Controller terms set out in Section 2.2.

Independent Controllers. Each Party: (a) is an independent controller of Personal Data under the Data Protection Laws; (b) as required under the Data Protection Laws, maintain accurate written records of all the processing activities conducted by that Party in relation to any Personal Data for the purposes of performing its respective obligations under the Main Agreement; (c) will individually determine the purposes and means of its processing of Personal Data; (d) will be responsible to ensure that any Personal Data collected and processed by such Party is accurate and remains accurate for the duration of its processing; (e) will comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of Personal Data; (f) will be responsible to exercise and respond to any requests by data subjects to exercise their rights under Data Protection Law, including (but not limited to) Articles 15-22 of the GDPR (“Data Subject Rights”), and shall provide reasonable cooperation and assistance to the other Party in connection with exercising Data Subject Rights; (g) will promptly notify the other Party of any circumstances in which such Party is unable or becomes unable to comply with this DPA or Data Protection Laws, or any actual or potential changes to Data Protection Laws, if this shall affect the other Party’s ability to comply with its obligations under this DPA or Data Protection Laws.

Independent Controllers. 18.24.1 Where the Parties are acting as Independent Controllers as identified in Annex 1 – Protection of Personal Data to Schedule 1 (Specification) each Party shall: a) comply with its obligations under Data Protection Legislation; b) be responsible for dealing with and responding to Data Subject Requests, enquiries or complaints (including any request by a data subject to exercise their rights under Data Protection Legislation) it receives, unless otherwise agreed between the Parties; c) promptly notify the other Party in writing of each Security Incident of which it becomes aware relating to the Personal Data to the extent the Security Incident is likely to affect the other Party; and d) warrant that it is not subject to any restriction which would prevent or restrict it from disclosing or transferring Personal Data to the other Party in accordance with the terms of the Contract. 18.24.2 Without prejudice to sub-Clause 18.24.1a), each Party (the disclosing party) agrees that if it provides Personal Data to the other Party (the receiving party), it shall ensure that it has provided all necessary information to, and obtained all necessary consents from, the data subjects of the Personal Data, in each case to enable the disclosing party to disclose the Personal Data to the receiving party and for the receiving party to use that Personal Data for the Permitted Purposes, in each case in accordance with Data Protection Legislation. 18.24.3 In relation to the Personal Data it receives from the disclosing party, each Party shall: a) at all times process the Personal Data in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures; and b) ensure that, at a minimum, the measures required under sub- Clause18.24.3 a) meet the standard required by Data Protection Legislation. 18.24.4 If there is still also a controller-to-processor relationship under the Contract, Clauses 18.1 to 18.22 shall apply to that relationship.

Independent Controllers. (a) To the extent that the Servicer processes Personal Data, each party agrees that, for the purposes of compliance with Data Protection Laws, each party is an independent controller and, independently of the other party, determines the purposes for which and the manner in which any Personal Data it is in receipt of (if applicable) is, or is to be, processed. (b) The Servicer shall, to the extent permitted by Data Protection Laws, deal promptly and in good faith with all reasonable and relevant enquiries from the Controller Party relating to its processing of the Personal Data.

Independent Controllers. With respect to Lead Personal Data, Agilent solely determines the purposes and means of Agilent’s Processing of such Personal Data. Similarly, SOPHiA solely determines the purposes and means of SOPHiA’s Processing of such Personal Data. Therefore, the Parties agree that each is an independent controller of such Personal Data. Each Party undertakes to comply with the following obligations with respect to such Personal Data: 6.1.1. Each Party shall ensure that it has all necessary consents or other lawful grounds, and notices in place to enable lawful transfer of Personal Data to the other Party and for the other Party to Process such Personal Data in accordance with this Agreement. Each Party warrants and represents that it is and will at all relevant times remain duly and effectively authorized to provide the Personal Data to the other Party. In particular, each Party warrants and represents that (i) it has obtained and will maintain all necessary rights and authorization for such communication and processing by the other Party in accordance with the Agreement, (ii) it has informed the data subject about the processing in accordance with this Agreement and (iii) such Personal Data are adequate, relevant, limited to the purposes of the Personal Data processing in accordance with this Agreement, accurate and up-to-date. Each Party shall provide solely that Personal Data that is relevant for the purposes of this Agreement. 6.1.2. Each Party shall Process Personal Data in compliance with all applicable laws, including data protection laws, including GDPR. 6.1.3. Technical and organizational security measures that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing must be taken by each Party. 6.1.4. In the event of any actual or suspected security incident affecting Personal Data provided by the other Party, the Party in receipt of such Personal Data shall notify the providing Party via e-mail within [**] of discovering such incident: For Agilent: to [**]. For SOPHiA to [**] 6.1.5. Each Party shall notify the other Party promptly, and in any event within [**] of receipt of any correspondence from: (I) a data protection regulator in relation to Personal Data provided hereunder, or (II) a request or notice from a data subject exercising his rights under the data protection laws including to access, rectify or delete Personal Data provided h...

Independent Controllers. Subject to Section 4.3 (End Controllers), each party:

Independent Controllers. Subject to Section 4.3 (End Controllers), each pa.y: (a) is an independent controller of Controller Personal Data under the European Data Protection Legislation; (b) will individually determine the purposes and means of its processing of Controller Personal Data; and (c) will comply with the obligations applicable to it under the European Data Protection Legislation regarding the processing of Controller Personal Data.