Transfers out of the EEA Clause Samples

The "Transfers out of the EEA" clause governs how personal data can be transferred from within the European Economic Area (EEA) to countries outside of it. Typically, this clause requires that any such data transfers only occur if the destination country ensures an adequate level of data protection, or if appropriate safeguards—such as standard contractual clauses or binding corporate rules—are in place. Its core function is to ensure that personal data remains protected to EU standards even when processed or stored in jurisdictions with different privacy laws, thereby addressing the risk of inadequate data protection in non-EEA countries.
Transfers out of the EEA. If Customer transfers Personal Data out of the EEA to Virsae in a country not deemed by the European Commission to have adequate data protection, such transfer will be governed by the Standard Contractual Clauses, the terms of which are hereby incorporated into this DPA. In furtherance of the foregoing, the parties agree that: 4.2.1 for purposes of the Standard Contractual Clauses, (a) Customer will act as the data exporter and (b) Virsae will act as the data importer; 4.2.2 for purposes of Appendix 1 to the Standard Contractual Clauses, the categories of data subjects, data, special categories of data (if appropriate), and the processing operations shall be as set out in Section 1.1 to this Annex 1 (Subject Matter and Details of Processing); 4.2.3 for purposes of Appendix 2 to the Standard Contractual Clauses, the technical and organizational measures shall be the Security Measures; 4.2.4 upon data exporter’s request under the Standard Contractual Clauses, data importer will provide the copies of the subprocessor agreements that must be sent by the data importer to the data exporter pursuant to Clause 5(j) of the Standard Contractual Clauses, and that data importer may remove or redact all commercial information or clauses unrelated the Standard Contractual Clauses or their equivalent beforehand; 4.2.5 the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be performed in accordance with Section 2.2 of this Annex 1 (Reviews and Audits of Compliance); 4.2.6 Customer’s authorizations in Section 5 of this Annex 1 (Subprocessors) will constitute Customer’s prior written consent to the subcontracting by Virsae of the processing of Personal Data if such consent is required under Clause 5(h) of the Standard Contractual Clauses; 4.2.7 certification of deletion of Personal Data as described in Clause 12(1) of the Standard Contractual Clauses shall be provided only upon Customer’s request; and
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Transfers out of the EEA. In relation to any EU Restricted Transfer associated with the Processing by Provider in the United States, the Parties shall comply with their respective obligations set out in the EU Standard Contractual Clauses, which are deemed to be entered into with effect from the first date of any such EU Restricted Transfer.
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Transfers out of the EEA. If Customer transfers Personal Data out of the EEA to ServiceMax in a country not deemed by the European Commission to have adequate data protection, such transfer will be governed by the EU Clauses, the terms of which are hereby incorporated into this DPA. In furtherance of the foregoing, the Parties agree that: • Customer will act as the data exporter, and ServiceMax will act as the data importer under the EU Clauses; • For purposes of Annex I to the EU Clauses, the categories of data subjects, data, special categories of data (if appropriate), and the Processing operations shall be as set out in Annex 1 of this DPA; • For purposes of Annex II to the EU Clauses, the technical and organizational measures shall be as set out in Annex 2 of this DPA; • The optional docking clause in Clause 7 of the EU Clauses shall be included; • The audits described in Clause 8.9 of the EU Clauses shall be performed in accordance with Section 6.2 (Third- Party Certifications and Audits) of this DPA; • Section 5 (Sub-processors) of this DPA shall constitute the procedures with regard to authorization for Sub- processors under Clause 9(a)(Option 2) of the EU Clauses; • The optional language in Section 11(a) of the EU Clauses shall not be included; • For Clause 13, the supervisory authority shall be the authority identified in Annex 1 of this DPA; • Option 1 of Clause 17 shall apply, and the EU Clauses will be governed by the law of Ireland; and • Any dispute arising from the EU Clauses shall be resolved by the courts of Ireland
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Transfers out of the EEA. If Customer transfers Personal Data subject to the EU GDPR out of the EEA to Virsae in a country not deemed by the European Commission to have adequate data protection, by contracting the Agreement with Virsae Inc., then such transfer will be governed by the EU Standard Contractual Clauses, the terms of which are hereby incorporated into this Addendum and the parties assent to be bound by them as follows: 4.2.1 In Section II (Obligations of the Parties), Clause 9(a) for MODULE TWO: GENERAL WRITTEN AUTHORISATION. The data importer has the data exporter’s general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 15 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object; 4.2.2 In Section IV (Final Provisions), Clause 17 for MODULE TWO: Transfer controller to processor: The parties agree that this shall be the law of Ireland; 4.2.3 In Section IV (Final Provisions), Clause 18(b) for MODULE TWO: Transfer controller to processor: The parties agree that those shall be the courts of Dublin, Ireland; 4.2.4 In Annex I, for MODULE TWO: Transfer controller to processor: A. LIST OF THE PARTIES 1. Data Exporter: Customer, as specified in the Order Form associated with the Agreement i. Activities relevant to the data transferred under these Clauses: an organization using the Virsae Solution ii. Role: controller 2. Data Importer: Virsae, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ i. Activities relevant to the data transferred under these Clauses: an organization developing, providing, maintaining, and operating the Virsae Solution. ii. Role: processor
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Related to Transfers out of the EEA

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.