Extract to table

• Cap: The indemnification obligation shall be subject to the overall liability cap (i

• Procedures: The indemnification provision should include standard indemnification procedures, including: (a) the indemnified party must provide prompt written notice of any claim; (b) the indemnified party must reasonably cooperate in the defense of the claim; and (c) the indemnifying party shall have the right to assume sole control of the defense and settlement of the claim (provided that no settlement that imposes obligations on the indemnified party beyond the payment of money shall be entered into without the indemnified party's consent)

Each sub-processor must be individually identified and approved by the Controller in advance of the commencement of any processing activities

The Meridian Form DPA does not specify a particular time frame within which the Controller must respond to a sub-processor approval request, creating potential operational uncertainty if the Controller delays its review

• Prior Notice: The Processor shall provide the Controller with at least 30 days' prior written notice before engaging any new sub-processor or replacing any existing sub-processor

The notice shall identify the proposed sub-processor, describe the processing activities to be performed, and identify the location(s) where personal data will be processed