CONTRACTUAL MEASURES Sample Clauses

CONTRACTUAL MEASURES. In addition to the SCCs, please describe any additional contractual measures which will help to provide protection for DuPont’s EEA PII, for example, including but not limited to: a) obligations to implement the technical measures discussed above; b) transparency obligations regarding the level of access available to government authorities in the recipient jurisdiction and the measures taken to prevent access to personal data; c) reinforced power for the data exporter to conduct audits of the data importer; d) challenge the legality of a request received from other governmental authorities where possible; e) redirect the relevant governmental authorities to seek information from the DuPont directly, where possible; f) cooperate with the DuPont regarding any request received from governmental authorities; g) provide representations regarding any previous requests received from governmental authorities; h) provide “transparency report” regarding number of requests (or lack thereof from government authority); and/or i) any other contractual measures. Data transfer agreement
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CONTRACTUAL MEASURES a. Question, whenever possible, the scope and justification of any request or requirement for information from local authorities that could compromise the confidentiality of imported personal data, requesting the suspension of access until the resolution of their objection.
Sample 1
CONTRACTUAL MEASURES. For the transfer, the following additional contractual measures will be provided to address the risk of interception:  A contractual assurance that all data transferred from Unifrog to the School will be encrypted with 256-bit SSL/TLS.1.2 (or higher) and reliably managed.  A warranty that, to date, the School has not received any orders or other requests from any public authority or law enforcement agency in relation to the data transferred.  A contractual commitment from the School that if it receives any request or order to disclose data received from Unifrog (or any encryption key), it will promptly notify Unifrog, reviewing the legality of any such order, and resist such request or challenge any such order to the extent permitted under applicable law. When challenging such an order, the School shall seek interim measures to suspend the effects of the order until the court has decided on the merits. The School commits not to disclose the personal data requested unless and until a court of competent jurisdiction has ordered it to do so (in which case the School shall, before complying with such order, to the extent permitted by law, give Unifrog as much notice as possible and consult and cooperate with Unifrog regarding appealing such order). If the School is unable to notify Unifrog before complying with any such order, the School shall, in any event, comply with its obligations under SCC Clause II(c) and inform Unifrog (without giving specific details) that it is no longer able to comply with all of the guarantees provided for under the SCCs, so that the transfer of data can be suspended. The School shall also commit to providing the minimum amount of information permissible when responding to the order, based on a reasonable interpretation of the order. The School shall, to the extent permitted by law, document and demonstrate Unifrog the actions it has taken, exercising its best efforts to fulfil the contractual commitments set out in this bullet point.  A contractual commitment from the School to implement the organisational measures set out below.
Sample 1

Related to CONTRACTUAL MEASURES

  • Contractual Rights The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may xxx, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring prior thereto.

  • Contractual Income The Custodian shall credit the applicable Series, in accordance with the Custodian’s standard operating procedure, with income and maturity proceeds on Securities on the contractual payment dates net of any taxes or upon actual receipt. To the extent the Custodian credits income on contractual payment date, the Custodian may reverse such accounting entries to the contractual payment date if the Custodian reasonably believes that such amount will not be received.

  • EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.

  • 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.

  • Contractual Recognition of Bail-In Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

  • CONTRACTUAL STATUS 10.1 This Agreement shall be executed and become effective on the date first written above if approved by a vote of the Board of Trustees of the Trust, including an affirmative vote of a majority of the non-interested members of the Board, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination on sixty (60) days' notice by either party unless earlier terminated or amended by agreement among the parties. Compensation under this Agreement shall require approval by a majority vote of the Board of Trustees of the Trust, including an affirmative vote of the majority of the non-interested members of the Board cast in person at a meeting called for the purpose of voting on such approval.

  • Other Contractual Rights Nothing contained in this Article shall affect any right to indemnification to which Persons other than Trustees and officers of the Trust or any subsidiary thereof may be entitled by contract or otherwise.

  • EXTRA-CONTRACTUAL DAMAGES Extra-contractual damages are defined as punitive, statutory or compensatory damages due to the Ceding Company's negligence, oppression, malice, fault, wrongdoing or bad faith in connection with an award against the Ceding Company in excess of the limits of the policy reinsured as a result of, but not limited to, an act, omission or course of conduct committed solely by the Ceding Company in connection with the benefits payable under a particular policy reinsured under this Agreement.

  • Compliance with Laws and Contractual Obligations Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees and all Contractual Obligations applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Reasonable and Necessary Restrictions The Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation the Restriction Period, are reasonable, fair and equitable in terms of duration, scope and geographic area, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement.

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