Workato — Connect your apps. Automate your work.

This Data Processing Addendum (“DPA”) forms part of Workato’s Terms of Service (the “Agreement”) entered into by and between the Company (“Processor”) and Workato, Inc. (“Sub-Processor”). Any terms not defined in this DPA shall have the meaning set forth in the Agreement. In the event of a conflict between the terms and conditions of this DPA and the Agreement, the terms and conditions of this DPA shall take precedence with regard to the subject matter of this DPA.

This DPA sets forth the provisions applicable between the parties to the extent that Workato acts as Sub-Processor of Personal Data on behalf of the Company, while Company acts as Processor for its Customers (as defined in the Agreement).

1. Definitions

1.1 “Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable Data Subject.

1.2 “Authorized Individual” means an employee of Sub-Processor who has a need to know or otherwise access Personal Data to enable Processor to perform its obligations under this DPA or the Agreement or an Authorized Sub-Processor.

1.3 “Authorized Sub-Processor” means another Processor engaged by Sub-Processor, and who is either (1) listed as a sub-Processor on Sub-Processor’s List (as defined in Section 4.2 below) and/or (2) authorized by Processor to do so under Section 4 of this DPA.

1.4 “CCPA” means the California Consumer Privacy Act and implementing regulations, as may be amended from time to time.

1.5 “Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including as applicable any “business” as defined under the CCPA. For purposes of this Addendum, each Customer of Processor is deemed the Controller.

1.6 “Data Protection Laws” means (i) the CCPA; (ii) the GDPR (as defined below) and related data protection and privacy laws of the member states of the European Economic Area; (ii) the Data Protection Act 2018 of the United Kingdom; and (iii) the Swiss Federal Act on Data Protection (1992), each as applicable and as amended, repealed, consolidated or replaced from time to time.

1.7 “Data Subject” means an identified or identifiable person to whom Personal Data relates.

1.8 ”GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

1. “Instruction” means a direction, either in writing, in textual form (e.g., by e-mail) or by using a software or online tool, issued by Processor to Sub-Processor and directing Sub-Processor to Process Personal Data.

1.10. “Personal Data” means any information relating to Data Subjects which Sub-Processor Processes on behalf of Processor Personal Data does not include Anonymous Data.

1.11. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed.

1.12. “Process” or “Processing” means any operation or set of operations which is performed upon the Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

1.13 “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Processor, including as applicable any “service provider” as defined under the CCPA.

1.14 “Company Service” means the services provided by Sub-Processor to Processor Controller pursuant to the Agreement.

1.15. “Sub-Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Processor, including as applicable any “service provider” as defined under the CCPA.

1.16 ”Standard Contractual Clauses” means the agreement executed by and between Processor and Sub-Processor and attached hereto as ANNEX B pursuant to the European Commission’s decision 2021/914/EC of June 4, 2021 on standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of protection. For purposes of this Agreement, Processor shall be the data exporter and Sub-Processor shall be the data importer.

1.17 ”Supervisory Authority” means an independent public authority which is established by a member state of the European Economic Area and the United Kingdom.

2. Processing of Data

2.1 The rights and obligations of the Processor with respect to the Processing of Personal Data are described herein. Processor shall, in its use of the Company Service, at all times Process Personal Data, and provide instructions for the Processing of Personal Data, in compliance with the Data Protection Laws. Processor shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to the Personal Data, and that the Processing of Personal Data in accordance with Processor’s instructions will not cause Sub-Processor to be in breach of the Data Protection Laws. Processor is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Sub-Processor by or on behalf of Processor, (ii) the means by which Processor acquired any such Personal Data, and (iii) the instructions it provides to Processor regarding the Processing of such Personal Data. Processor shall not provide or make available to Sub-Processor any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Company Service and shall indemnify Sub-Processor from all claims and losses in connection therewith.

2.2 Sub-Processor shall Process Personal Data only (i) for the purposes set forth in the Agreement, this DPA, including ANNEX A, (ii) in accordance with the terms and conditions set forth in this DPA and any other documented instructions provided by Processor, and (iii) in compliance with the Data Protection Laws. Processor hereby instructs Sub-Processor to Process Personal Data in accordance with the foregoing and as part of any Processing initiated by Processor in its use of the Company Service. If Sub-Processor is unable to process Personal Data pursuant to the Instructions due to legal requirements under applicable laws, Sub-Processor shall inform the Processor of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. Sub-Processor shall also immediately inform the Processor if, in its opinion, an Instruction infringes the applicable laws, including the Data Protection Laws. In such case, Sub- Processor will cease all Processing of the affected Personal Data (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Processor issues new Instructions with which Sub-Processor is able to comply. If this provision is invoked, Sub-Processor will not be liable to Processor under the Agreement for failure to perform the Company Service until such time as Processor issues new Instructions.

2.3 The subject matter, nature, purpose, and duration of this Processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in ANNEX A to this DPA.

2.4 Following completion of the Company Service, at Processor’s choice, Sub-Processor shall return or delete the Personal Data, except as required to be retained by the Data Protection Laws or other applicable laws or regulations, or in connection with Sub-Processor’s use of the Usage Data as specified in section 11. If Processor and Sub-Processor have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.5 and 16 of the Standard Contractual Clauses shall be provided by Sub-Processor to Processor only upon Processor’s request.

2.5 To the extent Sub-Processor’s Processing of Personal Data is subject to the CCPA, Sub-Processor shall not (1) retain, use, or disclose Personal Data other than as provided for in the Agreement, as needed to perform the Company Service, to build or improve the quality of the Company Service to detect security incidents, to protect against fraudulent or illegal activity, to retain Sub-Processors in compliance with Section 4, or as otherwise permitted by the CCPA; or (2) sell Personal Data.

3. Authorized Individuals

3.1 Sub-Processor shall take commercially reasonable steps to limit access to Personal Data to only Authorized Individuals.

3.2 Sub-Processor shall ensure that all Authorized Individuals are made aware of the confidential nature of Personal Data and have executed confidentiality agreements.

4. Authorized Sub-Processors

4.1. Processor acknowledges and agrees that Sub-Processor may (1) engage its Affiliates and other Authorized Sub- Processors to access and Process Personal Data in connection with the Company Service and (2) from time to time engage additional third parties for the purpose of providing the Company Service, including without limitation the Processing of Personal Data.

4.2 Sub-Processor’s current Authorized Sub-Processors include (i) the third-party Sub-Processors; and (ii) its Affiliates listed at www.workato.com/legal/sub-processors (such URL may be updated by Sub-Processor from time to time), the “List”). At least thirty (30) days before enabling any third-party Sub-Processors other than Authorized Sub-Processors to access or participate in the Processing of Personal Data, Sub-Processor will add such third-party Sub-Processors and Affiliates to the List and notify Processor of such updates via email. Processor may object to such an engagement in writing within ten (10) days of receipt of the aforementioned notice by Sub-Processor.

4.2.1 If Processor reasonably objects to an engagement in accordance with Section 4.2, Sub-Processor may provide Processor with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Company Service. If Sub-Processor, in its sole discretion, does not provide any such alternative(s), or if Processor does not agree to any such alternative(s) if provided, either party may terminate this DPA and the Agreement upon written notice. Termination shall not relieve Processor of any its obligation for any fees owed to Sub-Processor under the Agreement.

4.2.2. If Processor does not object to the engagement of a third-party Sub-Processor in accordance with Section 4.2 within ten (10) days of notice by Sub-Processor, that third-party Sub-Processor will be deemed an Authorized Sub-Processor for the purposes of this DPA.

4.3 Sub-Processor shall, by way of contract or other legal act under European Union, European Union member state or United Kingdom law (including Standard Contractual Clauses), ensure that every Authorized Sub-Processor is subject to obligations regarding the Processing of Personal Data that are no less protective than those to which the Processor is subject under this DPA.

4.4 Sub-Processor shall be liable to Processor for the acts and omissions of Authorized Sub-Processors to the same extent that Sub-Processor would itself be liable under this DPA had it conducted such acts or omissions.

4.5 If Processor and Sub-Processor have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations in Section 4.2 will constitute Processor’s prior written consent to the subcontracting by Sub-Processor of the Processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Sub-Processor to Processor pursuant to Clause9(c) of the Standard Contractual Clauses may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Sub-Processor beforehand, and that such copies will be provided by the Sub-Processor only upon request by Processor.

5. Security and Confidentiality of Personal Data

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Sub-Processor shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of Processing Personal Data. Sub-Processor shall, taking into account the nature of the Processing and the information available to Sub-Processor, provide Processor with reasonable cooperation and assistance where necessary for Processor to comply with Processor’s obligations pursuant to Article 32 GDPR or equivalent provision of the Data Protection Laws. More specific security and privacy measures implemented by Sub-Processor include, but are not limited to, those in the following sub- sections.

5.1 Sub-Processor maintains an information security program which is approved by its management and regularly reviewed and updated accordingly.

5.2 Access to Personal Data is restricted to Authorized Individuals who provide authentication that uniquely identifies them.

5.3 Authorized Individuals’ rights to access or modify Personal Data is restricted based on business role and need.

5.4 Sub-Processor reviews access and authorization rights regularly. Access or authorization rights are withdrawn or modified, as appropriate, promptly upon termination or change of role.

5.5 Sub-Processor has implemented processes to ensure that physical access to systems storing or Processing Personal Data is appropriately secured and monitored.

5.6 Sub-Personal Data is encrypted both at rest and in transit, using industry standard encryption algorithms.

5.7 Sub-Processor has implemented and maintains secure coding and development standards, incorporating security and privacy considerations.

5.8 Sub-Processor personnel receive regular security and privacy training so that they are aware of their roles and responsibilities with regard to the treatment and protection of Personal Data.

5.9 Sub-Processor segregates internal systems storing or Processing Personal Data from public networks.

5.10 Sub-Processor has implemented anti-malware on systems that do or may Process Personal Data.

5.11 Sub-Processor has implemented monitoring and alerting capabilities on its systems.

5.12 Sub-Processor has a vulnerability management program which includes the deployment of required updates on a schedule based on risk and severity.

5.13 Sub-Processor regularly tests the security of its systems including an annual penetration test performed by a qualified third party.

5.14 Sub-Processor evaluates the security and privacy practices of all Authorized Sub-Processors. All Authorized Sub-Processors are required to assume substantially the same responsibilities and obligations as those required of Processor under this DPA.

5.15 Sub-Processor maintains an incident response plan and commits to providing required notifications in case of a confirmed Personal Data Breach within 48 hours.

6. Transfers of Personal Data

Any transfer of Personal Data made subject to this DPA from member states of the European Union, Iceland, Liechtenstein, Norway, Switzerland or the United Kingdom to any countries which do not ensure an adequate level of data protection within the meaning of the laws and regulations of these countries shall, to the extent such transfer is subject to such laws and regulations, be undertaken by Sub-Processor through the Standard Contractual Clauses set forth in ANNEX B to this DPA.

7. Rights of Data Subjects

7.1 Sub-Processor shall, to the extent permitted by law, promptly notify Processor upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, restriction of Processing, erasure, data portability, restriction of or objection to Processing, withdrawal of consent to Processing, and/or objection to being subject to Processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Sub- Processor receives a Data Subject Request in relation to Personal Data, Sub-Processor will advise the Data Subject to submit their request to Processor and Processor will be responsible for responding to such request, including, where necessary, by using the functionality of the Company Service.

7.2 Sub-Processor shall, at the request of the Processor, and taking into account the nature of the Processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Processor in complying with Processor’s obligation to respond to such Data Subject Request, where possible, provided that (i) Processor is itself unable to respond without Sub-Processor’s assistance and (ii) Sub-Processor is able to do so in accordance with all applicable laws, rules, and regulations.

8. Actions and Access Requests

8.1 Sub-Processor shall, taking into account the nature of the Processing and the information available to Sub-Processor, provide Processor with reasonable cooperation and assistance where necessary for Processor to comply with obligations applicable to it under the Data Protection Laws to conduct a data protection impact assessment, provided that Processor does not otherwise have access to the relevant information.

8.2 Sub-Processor shall, taking into account the nature of the Processing and the information available to Sub-Processor, provide Processor with reasonable cooperation and assistance with respect to Processor’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and/or where required by the Data Protection Laws.

9. Audit Rights

9.1 Processor may audit Sub-Processor’s compliance with the terms of the Agreement and this DPA once a year. If a third party is to conduct the audit, the third-party must be mutually agreed to by Processor and Sub-Processor and such third- party must execute a confidentiality agreement with Sub-Processor before the audit is conducted.

9.2 To request an audit, Processor must submit a detailed proposed audit plan to Sub-Processor at least thirty (30) days in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Sub-Processor will review the proposed audit plan and communicate any concerns or questions to Processor. Sub-Processor will cooperate with Processor to agree on a final audit plan.

9.3 The audit must be conducted during regular business hours and subject to applicable Sub-Processor policies. The audit may not unreasonably interfere with Sub-Processor’s business operations. If the information required for such an audit is not contained in a SOC 2 Type 2 or similar report, Sub-Processor will make reasonable efforts to provide the requested information to the auditor.

9.4 Processor will provide Sub-Processor any audit reports generated in connection with any audit under this section, unless prohibited by law. Processor may use the audit reports only for the purposes of meeting its regulatory requirements and/or confirming compliance with the requirements of the Agreement and this DPA. The audit report(s) are Confidential Information under the terms of the Agreement.

9.5 Any audits conducted shall be at Processor’s expense. Any request for Sub-Processor to provide assistance with an audit is considered a separate service if such audit assistance requires the use of additional or different resources than those Processor would typically utilize when providing such audit assistance. Sub-Processor will seek Processor’s prior written approval and agreement to pay any related fees before performing such audit assistance.

10. Incident Management and Breach Notification

10.1 In the event of a confirmed Personal Data Breach, Sub-Processor shall, within 48 hours, inform Processor of the Personal Data Breach and take such steps as Sub-Processor in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Sub-Processor’s reasonable control).

10.2 In the event of a confirmed Personal Data Breach, Sub-Processor shall, taking into account the nature of the Processing and the information available to Sub-Processor, provide Processor with reasonable cooperation and assistance necessary for Processor to comply with its obligations under the applicable Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

10.3 As information regarding the Personal Data Breach is collected or otherwise reasonably becomes available to Sub- Processor, Sub-Processor will also provide Processor with (i) a description of the nature and reasonably anticipated consequences of the Personal Data Breach; (ii) the measures taken to mitigate any possible adverse effects and prevent a recurrence; and (iii) where possible, information about the types of Personal Data that were the subject of the Personal Data Breach. Processor agrees to coordinate with Sub-Processor on the content of Processor’s intended public statements or required notices for the affected Data Subjects and/or notices to the relevant Supervisory Authority regarding the Personal Data Breach. Further, Processor understands and agrees that Processor shall bear sole responsibility for communicating any updates related to a confirmed Personal Data Breach to its impacted Controllers.

10.4 The obligations described in Sections 10.1 and 10.2 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Processor.

11. Limitation of Liability; Expenses

11.1 The total liability of each of Processor and Sub-Processor (and their respective employees, directors, officers, Affiliates, successors, and assigns), arising out of or related to this DPA, whether in contract, tort, or other theory of liability, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in the Agreement.

11.2 Sub-Processor will be entitled to be reimbursed by Processor, to the extent legally permitted, for reasonable costs and expenses arising from any assistance by Processor in Sections 7, 8.1, 8.2 and 9.

12. Communications

The person(s) authorized to issue instructions to Sub-Processor under this DPA are those specified as contacts in the order form. Outside of Instructions issued within the Workato Embedded Edition by authorized Personnel, any additional Instructions must be received only from designated individuals specified in the applicable Order Form. In the event that these contacts change or otherwise become permanently unavailable, the respective party shall communicate such change immediately in writing.

13. Miscellaneous

If there is any conflict between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail with respect to Personal Data that is subject to GDPR.

ANNEX A

Details of Processing

Nature and Purpose of Processing: Sub-Processor will Process Personal Data as necessary to perform the services pursuant to the Agreement, and as further instructed by Processor in its use of the Company Service.

Duration of Processing: Subject to Section 2.4 of the DPA, Sub-Processor will Process Personal Data for the duration of the Agreement.

Categories of Data Subjects: Processor may submit Personal Data to the Company Service, the extent to which is determined and controlled by the Processor in its sole discretion, and which may include, but not limited to Personal Data relating to the following categories of Data Subjects:

Controller employees, independent contractors, agents, advisors and freelancers.

Controller prospects, customers, business partners and vendors, or their respective employees and contract persons.

Type of Personal Data: The Personal Data included in the Company Data and uploaded to the Company Service by Processor for Processing under Company or Customer Accounts, the extent to which is determined and controlled by the Processor or the Data Controller in their sole discretion.

ANNEX B

COMBINED CONTROLLER TO PROCESSOR AND PROCESSOR TO PROCESSOR STANDARD CONTRACTUAL CLAUSES

ANNEX

to the

COMMISSION IMPLEMENTING DECISION

on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

ANNEX

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
The Parties:

the natural or legal person(s), public authority/ies, agency/ies or other body/ies hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’

These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions.

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
Clause 8 – Module One: Clause 8.5(e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
Clause 13
Clause 15.1(c), (d) and (e)
Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking Clause
INTENTIONALLY DELETED

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

8.1 Instructions

The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, organization, disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons 5authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice
The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

MODULE THREE: Transfer processor to processor

8.1 Instructions

The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.
The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

[OPTION 2: GENERAL WRITTEN AUTHORISATION. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.]
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub- processor contract and to instruct the sub-processor to erase or return the personal data.

MODULE THREE: Transfer processor to processor

OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub- processor(s).
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
The data importer shall agree to a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub- processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor

The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller
The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11

Redress

The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them
Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
2. refer the dispute to the competent courts within the meaning of Clause 18
The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non- material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

[Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.] Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.]
The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

Clause 15

Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor
15.1 Notification

The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
  [For Module Three: The data exporter shall forward the notification to the controller.]
If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
[For Module Three: The data exporter shall forward the information to the controller.]
The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]
The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason
In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where
1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
2. the data importer is in substantial or persistent breach of these Clauses; or
3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses
In these cases, it shall inform the competent supervisory authority and the controller of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise
Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
The Parties agree that those shall be the courts of Ireland.
A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES

MODULE TWO: Transfer controller to processor

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (Processor): …

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Workato, Inc.

Address: 215 Castro Street, Suite 300, Mountain View, CA 94041

Contact person’s name, position and contact details:

Chief Information Security Officer, privacy@workato.com

Activities relevant to the data transferred under these Clauses:

Personal Data is processed in accordance with the instructions provided to the data importer by the data exporter.

Signature and date: …

Role (Sub-Processor): …

MODULE THREE: Transfer controller to processor

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (Processor): …

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Workato, Inc.

Address: 215 Castro Street, Suite 300, Mountain View, CA 94041

Contact person’s name, position and contact details:

Chief Information Security Officer, privacy@workato.com

Activities relevant to the data transferred under these Clauses:

Personal Data is processed in accordance with the instructions provided to the data importer by the data exporter.

Signature and date: …

Role (Sub-Processor): …

B. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

Categories of data subjects whose personal data is transferred
Data exporter may submit Personal Data to the Workato Platform, the extent to which is determined and controlled by the data exporter in its sole discretion, and which may include, but not limited to Personal Data relating to the following categories of Data Subjects:

Exporter employees, independent contractors, agents, advisors and freelancers
Exporter prospects, customers, business partners and vendors, or their respective employees and contractors

Categories of personal data transferred
Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

First and last name
IP Address
Email

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed organisational training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The contents of the Personal Data are varied and under the data exporter’s control, but may, from time to time, include sensitive data under the relevant Data Protection Laws. Data importer provides facilities for special handling of sensitive data, including data retention periods and data masking. See Processor’s technical and organizational measures outlined in Annex II. …

The frequency of the transfer
(e.g. whether the data is transferred on a one-off or continuous basis).
Frequency of the transfer is configurable in a self-service manner by the Data exporter and is a continuous basis for the duration of the Agreement.
Nature and purpose of the processing
Data importer provides a flexible business integration and automation service. Data submitted by the exporter may be processed and, as desired, transferred onwards, under the control of the data exporter.

Purpose(s) of the data transfer and further processing
Personal Data will be subject to those Processing operations described in the Data Processing Addendum.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal Data submitted to the data importer is retained for a limited period of time, in accordance with its published data retention policies. In general, the retention period is 30 days unless otherwise configured by the data exporter, and in no case exceeds 90 days.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As specified on importer’s current Subprocessor Page.

MODULE THREE: Transfer processor to processor…

Categories of personal data transferred
Data exporter may submit Personal Data to the Workato Platform, the extent to which is determined and controlled by the exporter in its sole discretion, and which may include, but not limited to Personal Data relating to the following categories of Data Subject:

Exporter employees, independent contractors, agents, advisors and freelancers.
Exporter prospects, customers, business partners and vendors, or their respective employees and contractors.

First and last name
IP Address
Email

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed organisational training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The contents of the Personal Data are varied and under the exporter’s control, but may include sensitive data under the relevant Data Protection Laws. Data importer provides facilities for special handling of sensitive data, including data retention periods and data masking. See Processor’s technical and organizational measures outlined in Annex II.

The frequency of the transfer
The frequency of the transfer is configurable in a self-service manner by the Data exporter and is a continuous basis for the duration of the Agreement.
Nature and purpose of the processing, and further processing
Data importer provides a flexible business integration and automation service. Data submitted by the exporter may be processed and, as desired, transferred onwards, under the control of the data exporter. Personal Data will be subject to those Processing operations described in the Data Processing Addendum.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As specified on importer’s current Subprocessor Page.

C. COMPETENT SUPERVISORY AUTHORITY MODULE

MODULE TWO: Transfer controller to processor THREE: Transfer processor to processor

Identify the competent supervisory authority/ies in accordance with Clause 13
The Irish Data Protection Commission will be the competent supervisory authority.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

MODULE TWO: Transfer controller to processor

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

The data importer warrants that it:

Maintains an information security program which is approved by its management and regularly reviewed and updated accordingly.
Restricts access to Personal Data to Authorized Individuals who provide authentication that uniquely identifies them.
Restricts Authorized Individuals’ rights to access or modify Personal Data based on business role and need.
Reviews access and authorization rights for Authorized Individuals regularly. Access or authorization rights are withdrawn or modified, as appropriate, promptly upon termination or change of role for such Authorized Individuals.
Ensures that physical access to systems storing or Processing Personal Data is appropriately secured and monitored.
Encrypts Personal Data both at rest and in transit, using industry standard protocols and encryption algorithms.
Has implemented and maintains secure coding and development standards, incorporating security and privacy considerations.
Ensures that its personnel receive regular security and privacy training so that they are aware of their roles and responsibilities with regard to the treatment and protection of Personal Data.
Segregates internal systems storing or processing Personal Data from public networks.
Has implemented anti-malware on systems that do or may Process Personal Data.
Has implemented monitoring and alerting capabilities on its systems.
Evaluates its systems for vulnerabilities and deploys required security updates on a schedule based on risk and severity.
Regularly tests the security of its systems including an annual penetration test performed by a qualified third party.
Evaluates the security and privacy practices of all Authorized Sub-Processors. All Authorized Sub-Processors are required to implement and maintain the same or substantially similar technical and organizational measures and assume the same responsibilities and obligations as those required of Processor under this DPA.
Deploys redundant services and engages in practices including regular backups designed to provide continued availability and access to data despite disruptions to its infrastructure.
Maintains an incident response plan and commits to providing required notifications in case of a confirmed Personal Data Breach without undue delay.
Maintains systems and processes for complying with data privacy requirements including limited retention and processing of requests from Data Subjects.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

All Authorized Sub-Processors are required to implement and maintain the same or substantially similar technical and organizational measures, responsibilities and obligations as those required of the Processor under this DPA.

MODULE THREE: Transfer processor to processor

EXPLANATORY NOTE:

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The data importer warrants that it:

Maintains an information security program which is approved by its management and regularly reviewed and updated accordingly.
Restricts access to Personal Data to Authorized Individuals who provide authentication that uniquely identifies them.
Restricts Authorized Individuals’ rights to access or modify Personal Data based on business role and need.
Reviews access and authorization rights for Authorized Individuals regularly. Access or authorization rights are withdrawn or modified, as appropriate, promptly upon termination or change of role for such Authorized Individuals.
Ensures that physical access to systems storing or Processing Personal Data is appropriately secured and monitored.
Encrypts Personal Data both at rest and in transit, using industry standard protocols and encryption algorithms.
Has implemented and maintains secure coding and development standards, incorporating security and privacy considerations.
Ensures that its personnel receive regular security and privacy training so that they are aware of their roles and responsibilities with regard to the treatment and protection of Personal Data.
Segregates internal systems storing or processing Personal Data from public networks.
Has implemented anti-malware on systems that do or may Process Personal Data.
Has implemented monitoring and alerting capabilities on its systems.
Evaluates its systems for vulnerabilities and deploys required security updates on a schedule based on risk and severity.
Regularly tests the security of its systems including an annual penetration test performed by a qualified third party.
Evaluates the security and privacy practices of all Authorized Sub-Processors. All Authorized Sub-Processors are required to implement and maintain the same or substantially similar technical and organizational measures, and assume the same responsibilities and obligations as those required of Processor under this DPA.
Deploys redundant services and engages in practices including regular backups designed to provide continued availability and access to data despite disruptions to its infrastructure.
Maintains an incident response plan and commits to providing required notifications in case of a confirmed Personal Data Breach without undue delay.
Maintains systems and processes for complying with data privacy requirements including limited retention and processing of requests from Data Subjects.