Ex-UK Transfers Clause Samples

The Ex-UK Transfers clause governs the transfer of personal data from the United Kingdom to countries outside its jurisdiction. It typically outlines the legal mechanisms and safeguards required to ensure such data transfers comply with UK data protection laws, such as requiring standard contractual clauses or adequacy decisions. This clause is essential for maintaining lawful data flows post-Brexit, ensuring that organizations can continue cross-border operations without breaching privacy regulations.
Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows: 6.4.1 References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection ▇▇▇ ▇▇▇▇, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK. 6.4.2 The UK Controller-to-Processor SCCs apply when the Company processes Customer’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs. 6.4.3 The UK Controller-to-Controller SCCs apply when the Company processes Customer’s Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller- to-Controller SCCs shall be deemed to state that the Company will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to- Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs. 6.4.4 The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection ▇▇▇ ▇▇▇▇ (“New UK SCCs”), the Data Importe...
View SourceView Similar (11)
Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
View SourceView Similar (9)
Ex-UK Transfers. Customer and Provider agree that if the UK GDPR protects the transfer of Customer Personal Data, the transfer is from Customer from within the United Kingdom to Provider outside of the United Kingdom, and the transfer is not governed by an adequacy decision made by the United Kingdom Secretary of State, then by entering into this DPA, Customer and Provider are deemed to have signed the UK Addendum and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the UK Addendum, which is completed as follows: (a) Section 3.2 of this DPA contains the information required in Table 2 of the UK Addendum. (b) Table 4 of the UK Addendum is modified as follows: Neither party may end the UK Addendum as set out in Section 19 of the UK Addendum; to the extent ICO issues a revised Approved Addendum under Section 18 of the UK Addendum, the parties will work in good faith to revise this DPA accordingly. (c) The Cover Page contains the information required by Annex 1A, Annex 1B, ▇▇▇▇▇ ▇▇, and ▇▇▇▇▇ ▇▇▇ of the UK Addendum.
View SourceView Similar (2)
Ex-UK Transfers. The parties agree that ex-UK Transfers will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
View SourceView Similar (2)
Ex-UK Transfers within the United Kingdom to and agree that if the UK GDPR protects the transfer of Customer Personal Data, the transfer is from outside of the United Kingdom, and the transfer is not governed by an adequacy decision made by the United Kingdom from Secretary of State, then by entering into this DPA, and are deemed to have signed the UK Addendum and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the UK Addendum, which is completed as follows:
View Source
Ex-UK Transfers. The parties agree that ex-UK Transfers will be made subject to one (1) transfer mechanism in the following order of precedence: (i) pursuant to the Data Privacy Framework, provided Pendo is certified under such and the Data Privacy Framework remains a lawful transfer mechanism, then (ii) if the aforementioned transfer mechanism (i) is not available, pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
View Source
Ex-UK Transfers. Ex-UK Transfers are made pursuant to the UK Data Transfer Addendum, which is deemed entered into and incorporated into this Addendum by reference. For the UK Data Transfer Addendum, where applicable the following applies: A. Exhibit 4 to this Addendum contains the information required in Part 1 – Tables, of the UK Data Transfer Addendum; and B. By entering into this Addendum, the parties are deemed to have signed the UK Data Transfer Addendum incorporated herein.
View Source
Ex-UK Transfers. The Parties agree that ex-UK Transfers are made pursuant to the provisions set forth in this section, whichever applies.
View Source
Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows: G.4.1 The information required by Tables 1 – 3 of the template International Data Transfer Addendum is provided in the Agreement, this Addendum and the Exhibits below. G.4.2 References to the EU, member states and GDPR in the Standard Contractual Clauses are amended mutatis mutandis to refer to the United Kingdom, the UK Data Protection Act 2018 (as it may be updated or replaced from time to time), and the ICO.
View Source

Related to Ex-UK Transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Data Transfers You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by HubSpot, Inc. in the United States and to other jurisdictions where HubSpot Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

  • Non-Transfers Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.