DATA PROCESSING AGREEMENT This Data Processing Agreement, including its schedules (“DPA”) is incorporated into the Agreement between Engage and Client in relation to any processing activities performed by Engage and its Affiliates with respect of Client’s Personal Data as part of the Services set forth in any quote or Statement of Work entered into by the parties. Any capitalized term not defined herein shall have such meaning ascribe to it under the general Terms of Service.

1. DEFINITIONS

1.1         “Agreement” means the Engage general Terms of Service executed between Engage and Client, including any ancillary documents, exhibits, quotes or statements of work entered into by Client and Engage in connection therewith. 1.2         “Controller” means the entity which determines the purposes and means of the Processing of Personal Data. 1.3         “Controller Personal Data” means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement and Personal Information as defined under the CCPA and Information as defined under the Privacy Law. 1.4         “Data Protection Laws” means (i) Regulation 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 and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR“), laws implementing or supplementing the GDPR; (ii) Israel’s Protection of Privacy Law, 1981 and regulations and orders promulgated thereunder, including without limitation Protection of Privacy Regulations (Information Security) 2017, and Directive 2-2011 for Use of Outsourcing for the processing of Personal Data (collectively, “Privacy Law“); (iii) the California Consumer Privacy Act of 2018, Cal. Civil Code Title 1.81.5 and the regulations thereunder, as may be amended from time to time (“CCPA“); and/or (iv) any laws applicable to the Controller. 1.5         “Sub-Processor” means any Processor engaged by Engage, including Engage Affiliates. 1.6         The terms “Controller”, “Data Subject”, “Data Protection Officer”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “processing”, and “Supervisory Authority” shall have the meanings ascribed to them in the GDPR. 1.7         The terms “Business”, “Consumer”, “processing”, “Request to Know”, “Request to Delete”, “Request to Opt-Out”, “Sell”, “Service Provider”, shall have the meanings ascribed to them in the CCPA.

2. APPLICATION OF DATA PROTECTION LAWS

2.1         The Parties acknowledge and agree that with regard to the processing of Controller Personal Data, (i) as applicable under the GDPR, Client is the Data Controller, and Engage is the Data Processor appointed by the Client on behalf, and accordingly (ii) as applicable under the CCPA when Client collects Personal Information that is subject to the CCPA, Client may constitute a Business with respect to such Personal Information and Engage will therefore be considered a Service Provider on its behalf. Each Party is responsible for complying with the Data Protections Laws as they apply to it. 2.2         If any Data Protection Laws impose on Engage additional or overriding obligations to those in this Data Processing Agreement with respect to its processing of Controller Personal Data or require Client and Engage to enter into any additional agreements or to implement any additional security or organizational security measures to process Controller Personal Data under the Agreement, Client and Engage agree to negotiate such additional obligations, agreements, or security measures in good faith. 2.3         In the event the CCPA applied to the processing of Controller Personal Data under this Data Processing Agreement, the Additional CCPA Terms attached hereto as Exhibit A shall apply to such processing in addition to this DPA.

3. PROCESSING OF CONTROLLER PERSONAL DATA

3.1         Client Responsibilities 3.1.1     Client shall, in its use of the Services, process Controller Personal Data in accordance with the requirements of Data Protection Laws and comply at all times with the obligations applicable to data controllers thereunder. 3.1.2     Client shall comply with all necessary transparency and lawful requirements under Data Protection Laws in order to disclose any Controller Personal Data to Engage, including without limitation as applicable obtaining all consents necessary to enable the processing activities contemplated under this DPA. 3.1.3     Client’s instructions for the Processing of Controller Personal Data shall comply with Data Protection Laws. 3.2         Engage Responsibilities 3.2.1     Processor shall process Personal Data on Controller’s behalf and in accordance with Controller’s documented instructions as necessary for the performance of the Services and for the performance of the Agreement and this DPA. Any other processing shall otherwise be permitted solely in the event that it is required by the laws of the European Union of any Member State to which the Processor is subject. In this event, Processor shall inform the Controller of the legal requirement before processing, unless that law or other applicable laws prohibit such information on important grounds of public interest. 3.2.2     The details of processing activities to be carried out by Processor in respect of the engagement under the Agreement, including with respect of the duration of the Processing, the nature and purposes of the Processing, as well as the types of Personal Data processed and categories of Data Subjects under this DPA are further specified in Exhibit B (Details of the Processing). 3.2.3     Processor will comply will all applicable Data Protection Laws. Where Processor believes that an instruction of Controller would result in a violation of any applicable Data Protection Laws, Processor shall notify the Controller thereof without undue delay. 3.2.4     Processor will use reasonable commercial efforts to assist Controller in ensuring compliance with Controller’s obligations related to the security of the Controller Personal Data processed by Processor, notification and communication of data breaches, conduct of data protection impact assessments and any inquiry, investigation or other request by a Supervisory Authority. 3.2.5     Each of Processor and Controller will maintain up-to-date written records of its processing activities as required under Article 30 of the GDPR, including, inter alia, Processor’s and Controller’s contact details, details of data protection officers (where applicable), the categories of processing, transfers of Controller Personal Data, and the technical and organizational security measures implemented by Processor. Upon request, each party will provide an up-to-date copy of these records to the other party.

4. SECURITY

4.1         Taking into account the state of the art, the type of Controller Personal Data and the risk of a data security breach, Processor shall implement and maintain those technical and organizational measures set forth in Exhibit C as required to ensure an appropriate level of security pursuant to Article 32 of the GDPR. 4.2         Controller and Processor agree that the technical and organizational security measures that are listed in Exhibit C ensure a level of security that is appropriate to for dealing with and protecting against any risks to the rights and freedoms of the data subjects’ Personal Data as contemplated in this DPA, and as required in order to avoid accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to Controller Personal Data and/or as otherwise required pursuant to applicable Data Protection Laws. 4.3         The parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and improvements of outdated security measures. The Processor will therefore evaluate the measures implemented in accordance with this Section Error! Reference source not found. on an ongoing basis and will, at its own cost, implement alternative, adequate measure, which meet or exceed the security level of the measures described in Exhibit C, in order to maintain compliance with the requirements set out herein. 4.4         The parties further agree that the technical and organizational measures listed in Exhibit C take into consideration the state of technological development existing at the time and the nature, scope, context and purposes of processing as well as the aforementioned risks. Processor shall regularly monitor its compliance with this DPA and will provide Controller, upon request, with evidence that will enable verification of such monitoring activities. 4.5         If required under Applicable Law, Processor will appoint a Data Protection Officer.

5. PERSONAL DATA BREACH

5.1         Processor shall notify Controller within forty-eight (48) hours after becoming aware of a Personal Data Breach affecting Controller Personal Data. 5.2         In such event, Processor shall provide Controller with all available information relating to (i) the nature of the Personal Data Breach including, where possible, the categories and approximate number of Data Subjects concerned; (ii) the likely consequences of the Personal Data Breach; (iii) the name and contact details of Processor’s Data Protection Officer or another contact point where more information can be obtained; and (iv) a description of the measures taken or proposed to be taken by Processor to address the incident including, where appropriate, measures to mitigate its possible adverse effects. 5.3         Processor shall reasonably cooperate with Controller in connection with the investigation, mitigation, and remediation of any Personal Data Breach and shall use commercially reasonable efforts to take all appropriate corrective action.

6. RIGHTS OF DATA SUBJECTS

6.1         Processor shall assist Controller in complying with any of Controller’s statutory obligations concerning requests to exercise Data Subject rights under applicable Data Protection Law (e.g., for access, rectification, deletion of Controller Personal Data, etc.). 6.2         When Processor receives a request from a Data Subject or Consumer whose Personal Data is being processed by Processor, to exercise its right with respect of such Personal Data (“Data Subject Request”), Processor will, unless otherwise prevented by applicable laws (i) promptly provide Controller with written notice of the data subject request along with sufficient detail regarding such request; (ii)  shall not respond to that request except on the written instructions of Controller or as required by applicable laws to which the Processor is subject, in which case Processor shall, to the extent permitted by applicable law, inform Controller of that legal requirement prior to responding to the request. 6.3         Processor shall provide Controller with commercially reasonable assistance with respect to answering Data Subject Requests.

7. PERSONNEL

7.1         Processor shall ensure that only authorized personnel have access to Controller Personal Data and that any persons whom it authorizes to have access to Controller Personal Data on its behalf are subject to a binding contractual or statutory obligations to protect the Controller Personal Data and keep it confidential no less than Processor is required to do under the Agreement and this DPA. Processor shall ensure that its authorized personnel are appropriately trained regarding their data protection and confidentiality obligations.

8. SUB-PROCESSORS

8.1         Processor has appointed its Affiliates and the Sub-processors included in Exhibit D as Sub-Processors to perform processing activities in respect of Controller Personal Data on behalf of Processor, and any such Sub-Processors are hereby approved by Controller. Processing by Sub-Processors is done under a written contract containing: (i) materially equivalent obligations to those in this DPA; (ii) provisions which meet the requirements under applicable Data Protection Laws including without limitation under Article 28(3) of the GDPR and Section 1798.140 (v) and (w) of the CCPA. Processor shall remain fully responsible for its Affiliates and the Sub-Processors’ performance of their obligations. 8.2         Processor may not add or change a Sub-Processor without first notifying Controller in writing (including by providing public notice of an update on its website) and giving Controller thirty (30) days (from date of receipt of the notice) to object to the change in Sub-Processor on reasonable and objectively justifiable grounds that are related to the data protection measures implemented by such Sub-Processor. Controller may subscribe to e-mail notifications of any new Sub-Processor by sending an email to [email protected] with the subject “SUBSCRIPTION TO SUB-PROCESSORS NOTIFICATION”. Failure to object during the notice period to such Sub-processor shall be deemed as acceptance of the Sub-Processor. 8.3         If Controller objects to the change in Sub-Processor, then the parties will work together in good faith to resolve the objection, which may include avoiding the functionality provided by the new Sub-Processor or recommending a commercially reasonable workaround to avoid processing of the Controller Personal Data by the new Sub-Processor. If such is agreement is not reached then Controller, as its sole and exclusive remedy, may terminate the applicable Agreement and this DPA, solely with respect to those Services which cannot be provided by Processor without the use of the objected-to Sub-processor, and provided that Controller gives Processor no less than thirty (30) days notice to that effect and pays all amounts due under the Agreement.

9. TRANSFERS OF DATA

9.1         Processor shall not transfer or permit the transfer of Controller Personal Data to a recipient located or registered in a country that is not either: (i) a Member State of the European Union or European Economic Area, (ii) that is considered by the European Commission to have an adequate level of protection, or (iv) pursuant to the EU standard contractual clauses for the transfer of personal data to processors established in third countries (Commission Implementation Decision 2021/914 of 4 June 2021 or any subsequent implementation decision amending and restating such decision), as attached hereto in Exhibit E and amended from time to time in accordance with the European Commission’s decisions then in-effect (“Standard Contractual Clauses”) (each, a “Restricted Transfer”), before such Restricted Transfer. Processor shall not sell the Controller Personal Data, as that term is defined under the CCPA.

10. RETURN OR DELETION OF PERSONAL DATA

10.1       Processor will retain Controller Personal Data only for as long as necessary to satisfy the purposes for which it was provided to Processor by Controller. 10.2       Processor shall, at Controller’s request and option, delete or return the Controller Personal Data to Controller all copies of any Controller Personal Data, once such data is no longer necessary to be retained in accordance with the Agreement. Processor shall ensure that all Sub Processors shall similarly delete or return all copies of Controller Personal Data. 10.3       Notwithstanding, Processor may retain Controller Personal Data to the extent required according to applicable laws of the European Union of any Member State, or for evidence and legal compliance purposes, provided that such Controller Personal Data shall continue to be retained in accordance with the terms of this DPA. If the Client requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for Processor’s clients.

11. INSPECTIONS, AUDIT RIGHTS AND CERTIFICATIONS

11.1       Processor shall make available to Controller information reasonably necessary to demonstrate its compliance with this DPA and Data Protection Laws, and shall cooperate with reasonable privacy impact assessment requests by Controller (or another auditor mandated by Controller). The parties agree that Processor may satisfy its obligations under this Section, and any similar obligations under the Standard Contractual Clauses, by presenting summary copies of its SOC 2 Type II audit report(s), ISO 27001 certifications or other security documentation at Processor’s discretion to Controller, which reports, certifications and documentation shall be subject to the confidentiality provisions of the Agreement. 11.2       Unless required in connection with the investigation of a Personal Data Breach or to respond to a legally required inquiry, or immediately following Processor’s failure to comply with this DPA as demonstrated under a previously performed audits, such audit, inspection, or assessment shall take place no more than once per year, upon prior notice of at least thirty (30) days, during regular business hours, in accordance with the terms of this DPA. 11.3       Controller shall ensure that all information obtained or generated by Controller or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (except for disclosure to a Data Protection Authority or as otherwise required by law). Controller shall provide Processor with a copy of such information and audit reports.

12. INDEMNITY

12.1       Processor shall indemnify and hold Controller harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Controller and arising out of a breach of this DPA by Processor.

13. TERMINATION

13.1       This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. This DPA cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate.

14. ORDER OF PRECEDENCE

14.1       In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement. Except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. With respect to Processor’s processing of Controller Personal Data as part of a Restricted Transfer, in the event of a conflict between the terms of the Standard Contractual Clauses and this DPA, the Standard Contractual Clauses shall prevail.

15. MODIFICATIONS

15.1       We reserve the right, at our discretion, to change this DPA at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised DPA on the Site, and your continued use of the Service thereafter means that you accept those changes.   ***     EXHIBIT A CCPA ADDITIONAL TERMS To the extent that CCPA/CPRA applies to the processing by Processor of any Controller Personal Data, then, notwithstanding anything to the contrary in the DPA: (a)         Engage shall comply with the obligations of a “service provider” as defined in CCPA/CPRA. (b)         Client shall disclose Personal Data to Engage solely for: (i) a valid business purpose; and (ii) Engage to perform the Services. (c)          Engage is prohibited from: (i) selling or sharing Personal Data; (ii) retaining, using, or disclosing Personal Data for any purpose other than for the business purposes specified in this Agreement, including a commercial purpose other than providing the Services or as otherwise permitted by the CCPA/CCRA; (iii) retaining, using, or disclosing the Personal Data outside of the Agreement; and (iv) combining the Personal Data that Engage receives from, or on behalf of, Client with Personal Data that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the consumer, provided that Engage may combine personal information to perform any business purpose as defined in regulations adopted pursuant to the CCPA/CPRA. (d)         Engage acknowledges that Client discloses Personal Data only for limited and specified purposes, as set forth herein. (e)         Client may take reasonable and appropriate steps to help ensure that Engage uses the Personal Data transferred to it in a manner consistent with Client’s obligations under the CCPA/CPRA. (f)          Engage shall notify Client if it makes a determination that it can no longer meet its obligations under the CCPA/CPRA provided that such notice shall not derogate from Engage’s responsibilities under this DPA so long as it is in effect. (g)          Client may, upon notice to Engage, take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data. (h)         Both parties certify that they understand and will comply with the restrictions set forth in this Exhibit A to the DPA.   EXHIBIT B DETAILS OF THE PROCESSING Subject matter Engage will process Controller Personal Data as necessary to perform the Services pursuant to the Agreement, as further instructed by Client in its use of the Services. Nature and Purpose of Processing

• Performing the Agreement, this DPA and/or other contracts executed by the Parties, including, providing the Service(s) to Client and providing support and technical maintenance, if agreed in the Agreement.

Duration of Processing. Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Engage will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. Type of Personal Data Client may submit Controller Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion:

• User name and login history data
• Full name
• Address
• Phone number
• Email address
• Payment information
• To the extent provided by Client’s end users to Client, at such end user’s discretion, content provided through the Services may also include occupational information, health-related information and personal financial information.

The Client and the Data Subjects shall provide the Personal data to Engage by supplying the Personal data to Engage’s Service. Categories of Data Subjects Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• Client’s customers
• Client’s users authorized by Client to use the Services
• Employees, agents, advisors, freelancers of Client
• Prospects, business partners and vendors of Client
• Employees or contact persons of Client’s prospects, business partners and vendors.

  EXHIBIT C SECURITY MEASURES   (a)         Physical security (b)         Logical security (c)          Separation of databases (d)         Procedures regarding database management (e)         Provisions regarding the collection, marking, verification, processing, and distribution of the data (f)          Management of access to personnel, including determination of the methodology for providing access to data, restrictions upon access, and keeping an updated list of persons with access rights (g)          Confidentiality undertakings for those persons with access rights (h)         Pseudonymisation and encryption of personal data (i)           Provisions regarding operations of the systems and maintaining ongoing data integrity, confidentiality, availability and resilience of processing systems and services (j)           Monitoring for the discovery of breaches of data integrity and methodology for reparation of such breaches (k)          Restoration of access to personal data in a timely manner in the event of a physical or technical incident (l)           Measures to identify vulnerabilities with regard to the processing of Controller Personal Data       EXHIBIT D SUB-PROCESSOR LIST  

Entity Name	Sub-Processing Activities	Entity Country
AWS Amazon	Servers and Storage	multi region (Virginia – US, Ireland – EU, and Mumbai – Asia)
AWS –MongoDB Atlas, a cloud-hosted MongoDB service	Servers and Storage	Ireland

  EXHIBIT E STANDARD CONTRACTUAL CLAUSES   STANDARD CONTRACTUAL CLAUSES   SECTION I Clause 1 Purpose and scope (a)        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) (1) for the transfer of personal data to a third country.   (b)        The Parties: (i)         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 (ii)        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’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). (c)        These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. (d)        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 (a)        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. (b)        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 (a)        Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i)         Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii)        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); (iii)       Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); (iv)       Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f); (v)        Clause 13; (vi)       Clause 15.1(c), (d) and (e); (vii)      Clause 16(e); (viii)     Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.   (b)        Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679. Clause 4 Interpretation (a)        Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. (b)        These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. (c)        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 (a)        An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A. (b)        Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A. (c)        The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.   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 ONE: Transfer controller to controller 8.1   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. It may only process the personal data for another purpose: (i)         where it has obtained the data subject’s prior consent; (ii)        where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iii)       where necessary in order to protect the vital interests of the data subject or of another natural person. 8.2   Transparency (a)        In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter: (i)         of its identity and contact details; (ii)        of the categories of personal data processed; (iii)       of the right to obtain a copy of these Clauses; (iv)       where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.   (b)        Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available. (c)        On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties 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. (d)        Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 8.3   Accuracy and data minimisation (a)        Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay. (b)        If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay. (c)        The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing. 8.4   Storage limitation The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation (2) of the data and all back-ups at the end of the retention period. 8.5   Security of processing (a)        The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (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. (b)        The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. (c)        The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (d)        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 personal data breach, including measures to mitigate its possible adverse effects. (e)        In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay. (f)         In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach. (g)        The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof. 8.6   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 or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure. 8.7   Onward transfers The data importer shall not disclose the personal data to a third party located outside the European Union (3) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if: (i)         it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii)        the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question; (iii)       the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; (iv)       it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; (v)        it is necessary in order to protect the vital interests of the data subject or of another natural person; or (vi)       where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation. 8.8   Processing under the authority of the data importer The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions. 8.9   Documentation and compliance (a)        Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility. (b)        The data importer shall make such documentation available to the competent supervisory authority on request. MODULE TWO: Transfer controller to processor 8.1   Instructions (a)        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. (b)        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 the 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 (a)        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, 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. (b)        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 authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (c)        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. (d)        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 (4) (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: (i)         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; (ii)        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; (iii)       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 (iv)       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 (a)        The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b)        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. (c)        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. (d)        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. (e)        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 (a)        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. (b)        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. (c)        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. (d)        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 (5).   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 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 rectify or erase 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 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 (a)        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. (b)        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. (c)        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. (d)        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 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 set out 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 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 (6) (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: (i)         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; (ii)        the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679; (iii)       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 (iv)       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 (a)        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. (b)        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. (c)        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. (d)        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. (e)        Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller. (f)         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. (g)        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 FOUR: Transfer processor to controller 8.1   Instructions (a)        The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller. (b)        The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law. (c)        The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities. (d)        After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies. 8.2   Security of processing (a)        The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (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 of the personal data (7), the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. (b)        The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach. (c)        The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 8.3   Documentation and compliance (a)        The Parties shall be able to demonstrate compliance with these Clauses. (b)        The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits. Clause 9 Use of sub-processors MODULE TWO: Transfer controller to processor (a)        OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date. 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 [Specify time period] 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. (b)        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. (8) 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. (c)        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. (d)        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. (e)        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 (a)        OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorisation of the controller. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the controller to decide on the authorisation. It shall inform the data exporter of such engagement. The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date. 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 [Specify time period] 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). (b)        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. (9) 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. (c)        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. (d)        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. (e)        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. Clause 10 Data subject rights MODULE ONE: Transfer controller to controller (a)        The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. (10) The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language. (b)        In particular, upon request by the data subject the data importer shall, free of charge: (i)         provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); (ii)        rectify inaccurate or incomplete data concerning the data subject; (iii)       erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.   (c)        Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it. (d)        The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: (i)         inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and (ii)        implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.   (e)        Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request. (f)         The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679. (g)        If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress. MODULE TWO: Transfer controller to processor (a)        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. (b)        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. (c)        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 (a)        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. (b)        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. (c)        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. MODULE FOUR: Transfer processor to controller The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679. Clause 11 Redress (a)        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. [OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.] MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor (b)        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. (c)        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: (i)         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; (ii)        refer the dispute to the competent courts within the meaning of Clause 18.   (d)        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. (e)        The data importer shall abide by a decision that is binding under the applicable EU or Member State law. (f)         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 ONE: Transfer controller to controller MODULE FOUR: Transfer processor to controller (a)        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. (b)        Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679. (c)        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. (d)        The Parties agree that if one Party is held liable under paragraph (c), 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. (e)        The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability. MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor (a)        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. (b)        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. (c)        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. (d)        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. (e)        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. (f)         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. (g)        The data importer may not invoke the conduct of a sub-processor to avoid its own liability. Clause 13 Supervision MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor (a)        [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. (b)        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 ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU) (a)        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. (b)        The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i)         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; (ii)        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 (12);   (iii)       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.   (c)        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. (d)        The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. (e)        The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller.] (f)         Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If 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. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply. Clause 15 Obligations of the data importer in case of access by public authorities   MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU) 15.1   Notification (a)        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: (i)         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 (ii)        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.] (b)        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. (c)        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.] (d)        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. (e)        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 (a)        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). (b)        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.] (c)        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 (a)        The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. (b)        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). (c)        The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i)         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; (ii)        the data importer is in substantial or persistent breach of these Clauses; or (iii)       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 [for Module Three: 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. (d)        [For Modules One, Two and Three: 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.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof.] 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. (e)        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 ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor [OPTION 1: 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 _______ (specify Member State).] [OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).] MODULE FOUR: Transfer processor to controller These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify country).   Clause 18 Choice of forum and jurisdiction   MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor (a)        Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. (b)        The Parties agree that those shall be the courts of _____ (specify Member State). (c)        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. (d)        The Parties agree to submit themselves to the jurisdiction of such courts. MODULE FOUR: Transfer processor to controller Any dispute arising from these Clauses shall be resolved by the courts of _____ (specify country). ________________________________________ (1)  Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915. (2)  This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible. (3)  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses. (4)  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses. (5)  See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725. (6)  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses. (7)  This includes whether the transfer and further processing 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 or offences. (8)  This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7. (9)  This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7. (10)  That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension. (11)  The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards. (12)  As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies. ________________________________________   ANNEX I  

1. LIST OF PARTIES

MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller 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]

1. Name: …

Address: … Contact person’s name, position and contact details: … Activities relevant to the data transferred under these Clauses: … Signature and date: … Role (controller/processor): …

2. …

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

1. Name: …

Address: … Contact person’s name, position and contact details: … Activities relevant to the data transferred under these Clauses: … Signature and date: … Role (controller/processor): …

2. …
3. DESCRIPTION OF TRANSFER

MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller   Categories of data subjects whose personal data is transferred … Categories of personal data transferred … 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 specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. … The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). … Nature of the processing … Purpose(s) of the data transfer and further processing … The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period … For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing …

1. COMPETENT SUPERVISORY AUTHORITY

MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor Identify the competent supervisory authority/ies in accordance with Clause 13 … ________________________________________   ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor 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. 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. [Examples of possible measures: Measures of pseudonymisation and encryption of personal data Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing Measures for user identification and authorisation Measures for the protection of data during transmission Measures for the protection of data during storage Measures for ensuring physical security of locations at which personal data are processed Measures for ensuring events logging Measures for ensuring system configuration, including default configuration Measures for internal IT and IT security governance and management Measures for certification/assurance of processes and products Measures for ensuring data minimisation Measures for ensuring data quality Measures for ensuring limited data retention Measures for ensuring accountability Measures for allowing data portability and ensuring erasure] 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 ________________________________________   ANNEX III LIST OF SUB-PROCESSORS MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor EXPLANATORY NOTE: This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-processors (Clause 9(a), Option 1). The controller has authorised the use of the following sub-processors:

1. Name: …

Address: … Contact person’s name, position and contact details: … Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …

2. …