Privacy Shield and Standard Contractual Clauses Clause Samples

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Privacy Shield and Standard Contractual Clauses. During the term of the Agreement, Tripwire shall either: (a) remain certified under the EU-US and Swiss-US Privacy Shield self-certification programs operated by the U.S. Department of Commerce (“Privacy Shield”); or (b) if for any reason Tripwire ceases to be certified under the Privacy Shield, the provisions of the Standard Contractual Clauses in Exhibit 2 shall immediately become effective. In such case: (a) The terms “data importer” means Tripwire, “data exporter” means Customer and its Affiliates. (b) For the purposes of Clause 5(a) of Exhibit 2, the following are deemed to be Customer’s instructions to process Personal Data: (i) Processing accordance with the Agreement; (ii) Processing initiated by Users in their use of the Services; (iii) Processing to comply with other reasonable instructions provided by Customer (e.g. via email or support tickets) where such instructions are consistent with the terms of the Agreement. (c) Pursuant to Clauses 5(h) and 11 of Exhibit 2, Customer acknowledges and expressly agrees that (i) Tripwire may engage Sub-Processors in connection with the provision of the Services under the terms in Sections 4 and 8.2 of this DPA; (ii) Tripwire will provide the current list of Sub-Processors as described in Section 4.1 of this DPA; and (iii) Tripwire may engage new Sub-Processors as described in Sections 4.2 and 4.3 of this DPA. (d) Copies of Sub-Processor agreements that must be provided by Tripwire to Customer pursuant to Clause 5(j) of Exhibit 2 may have all commercial information and clauses unrelated to the requirements of Exhibit 2 removed or redacted, and that such copies will be provided only on Customer’s request. (e) The audits described in Clauses 5(f) and 12(2) of Exhibit 2 shall be carried out in accordance with Section 7 of this DPA.
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Privacy Shield and Standard Contractual Clauses. During the term of the Agreement, Tripwire shall either: (a) remain certified under the EU-US and Swiss-US Privacy Shield self-certification programs operated by the U.S. Department of Commerce (“Privacy Shield”); or (b) if for any reason Tripwire ceases to be certified under the Privacy Shield, the provisions of the Standard Contractual Clauses in Exhibit 2 shall immediately become effective. In Exhibit 2, “data importer” means Tripwire, “data exporter” means Customer and its Affiliates. Clauses 5(f) and 5(h) of Exhibit 2 are satisfied by compliance with Sections 7 and 4 of this DPA, respectively.
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Related to Privacy Shield and Standard Contractual Clauses

  • Standard Contractual Clauses Where (i) Personal Data of an EEA or Swiss based Controller is processed in a country outside the EEA, Switzerland and any country, organization or territory acknowledged by the European Union as safe country with an adequate level of data protection under Art. 45 GDPR, or where (ii) Personal Data of another Controller is processed internationally and such international processing requires an adequacy means under the laws of the country of the Controller and the required adequacy means can be met by entering into Standard Contractual Clauses, then: (a) SAP and Customer enter into the Standard Contractual Clauses; (b) Customer enters into the Standard Contractual Clauses with each relevant Subprocessor as follows, either (i) Customer joins the Standard Contractual Clauses entered into by SAP or SAP SE and the Subprocessor as an independent owner of rights and obligations ("Accession Model") or, (ii) the Subprocessor (represented by SAP) enters into the Standard Contractual Clauses with Customer ("Power of Attorney Model"). The Power of Attorney Model shall apply if and when SAP has expressly confirmed that a Subprocessor is eligible for it through the Subprocessor list provided under Section 6.1(c), or a notice to Customer; and/or (c) Other Controllers whose use of the Cloud Services has been authorized by Customer under the Agreement may also enter into Standard Contractual Clauses with SAP and/or the relevant Subprocessors in the same manner as Customer in accordance with Sections 7.2

  • TO THE STANDARD CONTRACTUAL CLAUSES This Appendix forms part of the Clauses and must be completed and signed by the parties.

  • CONTRACT CLAUSES  A SOLICITATION/CONTRACT FORM 1  I CONTRACT CLAUSES 58  B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS  C DESCRIPTION/SPECS./WORK STATEMENT 25  J LIST OF ATTACHMENTS 74  D PACKAGING AND MARKING 26 PART IV - REPRESENTATIONS AND INSTRUCTIONS  E INSPECTION AND ACCEPTANCE 27 K REPRESENTATIONS, CERTIFICATIONS OTHER STATEMENTS OF OFFERORS  F DELIVERIES OR PERFORMANCE 29  G CONTRACT ADMINISTRATION DATA 32 L INSTRS., CONDS., AND NOTICES TO  H SPECIAL CONTRACT REQUIREMENTS 34 M EVALUATION FACTORS FOR AWARD

  • Compliance with Laws and Contractual Obligations Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.