Data Processing Addendum

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Addendum shall have the following meaning:

• 1.1.1 “Addendum” means this Data Processing Addendum and all Schedules;
• 1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
• 1.1.3 “Contracted Processor” means a Subprocessor;
• 1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
• 1.1.5 “EEA” means the European Economic Area;
• 1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
• 1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
• 1.1.8 “Data Transfer” means:
  • 1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
  • 1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
• 1.1.9 “Services” means the data transformation and mapping services the Company provides.
• 1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Addendum.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2.1 Processor shall:

• 2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
• 2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.

2.2 The Company instructs Processor to process Company Personal Data.

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

(See Schedule 1 for detailed Technical & Organizational Measures)

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

• 6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
• 6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Addendum does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11.1 Incorporation of SCCs. The Parties agree that the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (Commission Implementing Decision (EU) 2021/914 of 4 June 2021) ("SCCs") are hereby incorporated by reference into this Addendum.

11.2 Module Selection. For the purposes of the SCCs, Module Two (Controller to Processor) shall apply where the Company is a Controller and DataFlowMapper is a Processor.

11.3 Specific Details. For the purposes of the SCCs and the Annexes thereto:

• Clause 7 (Docking Clause): The optional docking clause shall apply.
• Clause 9 (Use of Sub-processors): Option 2 (General written authorization) shall apply. The current list of sub-processors is available at https://dataflowmapper.com/privacy#subprocessors. The time period for prior notice of sub-processor changes shall be 10 days.
• Clause 11 (Redress): The optional language shall not apply.
• Clause 17 (Governing Law): The laws of Ireland shall govern.
• Clause 18 (Choice of Forum and Jurisdiction): The courts of Ireland shall have jurisdiction.
• Annex I.A (List of Parties): The Company is the "Data Exporter" and DataFlowMapper is the "Data Importer."
• Annex I.B (Description of Transfer): As described in Schedule 2 (Details of Processing).
• Annex II (Technical and Organizational Measures): As described in Schedule 1 of this Addendum.

12.1 Confidentiality. Each Party must keep this Addendum and information it receives about the other Party and its business in connection with this Addendum (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Addendum must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Addendum at such other address as notified from time to time by the Parties changing address.

13.1 This Addendum is governed by the laws of the United States (State of Pennsylvania), except for the Standard Contractual Clauses (Section 11), which shall be governed by the laws of Ireland.

13.2 Any dispute arising in connection with this Addendum, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Pennsylvania, subject to possible appeal to Federal Courts.