Preoday OBLIGATIONS Clause Samples
Preoday OBLIGATIONS. 5.1 Processing Requirements. Preoday will:
a. Process Customer Personal Data (i) only for the purpose of providing the Services using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. Preoday will not use or Process the Customer Personal Data for any other purpose. Preoday will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5 to 8 (inclusive) of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
b. Inform Customer immediately if, in Preoday’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
c. If Preoday is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
d. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Preoday’s behalf comply with the terms of the Agreement;
e. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
f. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) obtain the prior written consent of Customer to such subcontracting; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to its compliance with Data Protection Requirements in respect of the Customer Personal Data; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein and in particular a requirement that the Subprocessor will implement appropriate technical and organizational measures to ensure that the requirements of the Data Protection Requirements are met;
g. Upon request, provide Customer with a summary of Preoday’s privacy and security policies; and
h. Inform Customer if Preoday undertakes an independent security review.
5.2 Notice to Customer. Preoday will without undue delay inform Customer if P...