UNDERTAKING AND INSTRUCTION Sample Clauses

UNDERTAKING AND INSTRUCTION. 3.1 Processor undertakes to process the personal data that it has access to under the Master Service Agreement to which this DPA form an integral part (the “Agreement”) on behalf of Controller, for the purpose of fulfilling the Agreement and during the term of the Agreement.
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UNDERTAKING AND INSTRUCTION. 3.1 SEON undertakes: (a) to process and transfer Customer Data in accordance with the Data Protection Legislation, the Agreement and as further documented in any other written instructions given by Controller and acknowledged by SEON as constituting instructions for purposes of this DPA; (b) to inform Controller prior to processing that SEON is required by laws of the European Union or EU Member States, to which SEON is subject, to process Customer Data, provided that SEON is not prohibited to give such information on important grounds of public interest; (c) to immediately inform Controller if, in its opinion, an instruction of Controller infringes applicable Data Protection Legislation. SEON will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties; (d) to keep Customer Data confidential and ensure that persons authorised to process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (e) to implement all appropriate technical and organisational measures necessary in order to ensure a level of security, as required pursuant to the Data Protection Legislation, and necessary in order for SEON to comply with the security requirements set out in Appendix 1 of the DPA. SEON shall notify Controller about changes in the applied technical and organizational security measures that significantly affect the security of the processing of Customer Data; (f) to assist Controller in the fulfilment of Controller's obligation to respond to and to fulfil requests from data subjects exercising their rights laid down in the Data Protection Legislation taking into account the nature of the processing, by implementing appropriate technical and organisational measures, insofar as this is possible. SEON shall notify Controller in case of receiving a request to exercise the data subjects’ rights under the Data Protection Legislation without undue delay after receiving such request, and SEON should reasonably cooperate with Controller in addressing such request. Unless Controller otherwise instructs SEON, the notification of such request shall be sent to Controller’s Email Address. If Controller provided more than one Controller’s Email Address, notification sent to at least one of Controller’s Email Address shall be sufficient to comply with this section. SEON is not responsible or liable for responding to the data subject; (g) to assist Control...
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Related to UNDERTAKING AND INSTRUCTION

  • Reliance Upon Documents and Instructions The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.

  • Background and Instructions History of Agreement- This agreement has been drafted by the Texas Student Privacy Alliance (TXSPA). The Alliance is a collaborative group of Texas school districts that share common concerns around student and data privacy. The Texas K-12 CTO Council is the organization that sponsors the TXSPAand the TXSPA is the Texas affiliate of the national Student Data Privacy Consortium (SDPC). The SDPC works with other state alliances by helping establish common data privacy agreements unique to the jurisdiction of each state. This Texas agreement was drafted specifically for K-12 education institutions and included broad stakeholder input from Texas school districts, statewide associations such as TASB, TASA, and TASBO, and the Texas Education Agency. The purpose of this agreement is to set standards of both practice and expectations around data privacy such that all parties involved have a common understanding of expectations. This agreement also provides a mechanism (Exhibit E- General Offer of Terms) that would allow an Operator to extend the ability of other Texas school districts to be covered under the terms of the agreement should an Operator sign Exhibit E. This mechanism is intended to create efficiencies for both Operators and LEAs and generally enhance privacy practices and expectations for K-12 institutions and for companies providing services to K-12 institutions.

  • Fund Instructions (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

  • Reliance on Certificates and Instructions The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant to the applicable Sections of this Agreement and reasonably believed by the Custodian to be genuine and to be given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business on the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person.

  • Form instructions This form does not mandate the use of a specific font size or style but the font must be legible.