Legal

Data Processing Addendum

Last Updated February 28, 2022

This Data Processing Addendum (DPA), reflects the parties' agreement regarding the processing of personal data under the Salary.com Data Subscription Agreement (Agreement) and is hereby incorporated by reference into the Agreement. The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.

Data Processing Addendum

This DPA is entered into between Salary.com, LLC (Salary), and the customer (Customer) and is incorporated into and governed by the terms of the data subscription agreement between the parties.

Definitions. Any capitalized term not defined in this DPA will have the meaning given to it in the Agreement (defined below).

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party.
Agreement means the data subscription agreement between the Customer and Salary.com for the provision of the Services.
Controller means the Customer, the entity which determines the purposes and means of the process of Personal Data.
Customer Data means data, which may include personal data and the categories of data submitted, stored, sent, or received via the Services by Customer, its Affiliates, or end users.
Data Subject means the individual to whom Personal Data relates.
DPA means this data processing addendum and its schedules (together).
Data Protection & Privacy Laws means applicable data protection, privacy, encryption, identity theft, data breach, cross-border transfer and data security laws, rules, regulations, guidelines, and industry standards in effect during the Term. Data Protection and Privacy laws includes, without limitation, the California Consumer Privacy Act of 2018, as amended, implementing regulations, and any equivalent, replacement, or similar legislation implemented in California ("CCPA"); 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 ("GDPR"); the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA"); and the UK Data Protection Act 1998 and any equivalent, replacement, or similar legislation implemented in the United Kingdom.
Standard Contractual Clauses means the "2021 Standard Contractual Clauses," defined as the clauses issued pursuant to the EU Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at http://data.europa.eu/eli/dec_impl/2021/914/oj and attached hereto as Schedule 2.
Personal Data means any personal data as defined in the Data Protection and Privacy Laws and includes any information relating to an identified or identifiable individual where such information is contained within Customer Data.
Processor means Salary.com, the entity which processes Personal Data on behalf of Controller.
Sub-Processors mean any person or entity engaged by Salary.com or an Affiliate to process Personal Data in the provision of the Services to Customer.
Services means Salary.com subscription and professional services.

1. Purpose.

Salary.com has agreed to provide the Services to the Customer in accordance with the terms of the Agreement.
In providing the Services, Salary.com will process Customer Data on behalf of the Customer. Customer Data may include Personal Data. Salary.com will process and protect such Personal Data in accordance with the terms of this DPA.
With respect to Customer Data, the parties agree that Customer is the data controller and Salary.com is the data processor. Customer will comply with its obligations as a controller and Salary.com will comply with its obligations as a processor under the DPA.
Where a Customer Affiliate is the controller with respect to certain Customer Data, Customer represents and warrants to Salary.com that it is authorized to instruct Salary.com and otherwise act on behalf of such Customer Affiliate in relation to the Customer Data in accordance with the DPA.

2. Scope.

In providing the Services to the Customer pursuant to the terms of the Agreement, Salary.com will treat Personal Data as confidential and only process Personal Data on behalf of the Customer and to the extent necessary to provide Services in accordance with both the terms of the Agreement and the Customer’s instructions documented in the Agreement and this DPA.

3. Term.

This DPA will automatically terminate upon the termination of the Agreement.

4. Salary.com Obligations.

Salary.com may collect, process, or use Personal Data only within the scope of this DPA. Salary.com confirms it will only process Personal Data on behalf of the Customer and in accordance with Customer’s documented instructions. Salary.com will inform the Customer, if in Salary.com’s opinion, any of the instructions regarding the processing of Personal Data provided by the Customer violate any applicable data protection laws. For the purpose of this Clause 4(a) and this DPA, the Customer agrees that its instructions to the Salary.com for processing Personal Data are (and shall remain for the duration of the Agreement) to process such data strictly in accordance with the Agreement. Salary.com shall not be obliged to act in accordance with any instructions outside the scope of the Agreement except with the prior written agreement of both parties.
Salary.com will ensure that all employees, agents, officers, and contractors involved in the handling of Personal Data: (i) are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by terms materially no less restrictive than the terms of this DPA.
Salary.com shall maintain appropriate managerial, operational, and technical safeguards designed to preserve the integrity and security of Customer Data while in its possession and control hereunder, while taking into account the state of the art, 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.
Salary.com shall maintain appropriate measures to ensure a level of security appropriate to the risk, including, but not limited to: (i) encryption of Personal Data; (ii) the ability to ensure the ongoing confidentiality, integrity, and availability of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. In assessing the appropriate level of security, account will be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed. Salary.com shall comply with the data protection and data security policies as set forth in Schedule 1.
Customer agrees that, in the course of providing the Services to the Customer, it may be necessary for Salary.com to access the Personal Data to respond to any technical problems, Customer queries, security monitoring, and to ensure the proper working of the Services. All such access by Salary.com will be limited to those purposes and performed by authorized personnel.
Where Personal Data relating to an EU Data Subject is transferred outside of the European Economic Area (EEA), it will be processed in accordance with the provisions of the Standard Contractual Clauses, set forth herein as Schedule 2, unless the processing takes place: (i) in a third country or territory recognized by the EU Commission to have an adequate level of protection; or (ii) by an organization located in a country which has other legally recognized appropriate safeguards in place, such as Binding Corporate Rules.
Where Personal Data relates to a California Data subject, it will be processed in accordance with the provisions of the CCPA. In that instance, Salary.com shall be a “service provider” to Customer within the meaning of Section 140(v) of the CCPA. Salary shall not retain, use, or disclose any personal information provided by Customer for any purpose other than for the specific purpose of performing the services specified the applicable Order, including retaining, using, or disclosing any such personal information for a commercial purpose other than providing the services specified in the Order.
Salary.com abides by the principles established in Canada’s PIPEDA. The PIPEDA principles are: (i) accountability/compliance with the principles, (ii) identification of the purposes/reasons for collecting the personal information, (iii) consent to the collection of the personal information, (iv) limiting the collection to only what is necessary in order to achieve the desired tasks, (v) limiting the use, disclosure and retention of the personal information, (vi) maintaining accurate data, (vii) safeguarding data with appropriate security policies, and (viii) making policies easily available to employees and customers.
Taking into account the nature of the processing and the information available to Salary.com, Salary.com will assist the Customer by having in place appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject’s rights and the Customer’s compliance with the Customer’s data protection obligations in respect of the processing of Personal Data.

5. Customer Obligations.

The Customer represents and warrants, in its use of the Services, that it will comply with the terms of the Agreement, this DPA, and all applicable data protection laws.
The Customer represents and warrants that, as having sole responsibility for the Data quality, legality and accuracy, has obtained any and all necessary permissions and authorizations necessary to permit Salary.com, its Affiliates, and Sub-Processors, to execute their rights or perform their obligations under this DPA.
The Customer is responsible for compliance with all applicable data protection legislation, including requirements with regards to the transfer of Personal Data under this DPA and the Agreement. All Affiliates of the Customer who use the Services will comply with the obligations of the Customer set out in this DPA.
The Customer represents and warrants that it has implemented appropriate technical, managerial, and organizational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Customer has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including as appropriate: (i) the pseudonymization and encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability, and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. In accessing the appropriate level of security account will be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed.
Customer shall be responsible for the security of its administrative users’ accounts and passwords and shall notify Salary.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Customer shall be responsible for the acts or omissions of its administrative users in connection with the use of, and access to, the Service.
The Customer will take steps to ensure that anyone acting under the authority of the Customer who has access to Personal Data only processes the Personal Data on the documented instructions of Customer.
The Customer acknowledges and agrees that some instructions from the Customer, including assisting with audits, inspections, or DPIAs (defined below) by Salary.com, may result in additional fees. Salary.com will notify the Customer in advance of its fees for providing such assistance in advance.

6. Notification of Security Breach.

Salary.com will notify the Customer without undue delay after becoming aware of (and in any event within 72 hours of discovering) any confirmed accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access to Customer’s Personal Data (Data Breach).
Salary.com will take all commercially reasonable measures to secure the Personal Data, to eliminate the Data Breach, and to assist the Customer in meeting the Customer’s obligations under applicable law. In the event of a security breach, Salary.com’s System Administration Team and Security Team will perform a risk-based assessment of the situation and develop appropriate strategies in accordance with Salary.com incident response procedures, which include contacting the Customer and to contact Customer’s primary (technical or business) point of contact or Security Operation Center (SOC) to brief them on the situation and provide resolution status updates.

7. Audit.

Salary.com will make available to the Customer all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections.
Any audit conducted under this DPA will consist of examination of the most recent reports, certificates, and/or extracts by an independent auditor bound by confidentiality provisions similar to those set out in the Agreement.
In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Customer, the Customer may conduct a more extensive audit which will be: (i) at the Customer’s expense; (ii) limited in scope to matters specific to the Customer and agreed in advance; (iii) carried out during business hours and upon reasonable notice which must be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a way which does not interfere with Salary.com’s day-to-day business.
This clause does not modify or limit the rights of audit of the Customer, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.

8. Compliance, Cooperation, and response.

a. Salary.com shall, to the extent legally permitted, promptly notify Customer if Salary.com receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of processing, erasure, data portability, object to the processing (Data Subject Request). Taking into account the nature of the processing, Salary.com shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under data protection laws. To the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Salary.com shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Salary.com is legally permitted to do so and the response to such Data Subject Request is required under data protection laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Salary.com’s provision of such assistance.
b. Salary.com will notify the Customer promptly of any request or complaint regarding the processing of Personal Data, which adversely impacts the Customer, unless such notification is not permitted under applicable law or a relevant court order.
c. Salary.com may make copies of or retain Personal Data in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.
d. Salary.com will reasonably assist the Customer in meeting its obligation to carry out Data Protection Impact Assessments (DPIA), taking into account the nature of processing and the information available to Salary.com.
e. Salary.com will respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organizational measures to maintain compliance. If the parties agree that amendments are required, but Salary.com is unable to accommodate the necessary changes, the Customer may terminate the parts of the Services which give rise to the non-compliance. To the extent that other parts of the Services provided are not affected by such changes, the provision of those Services will remain unaffected.
f. The Customer and Salary.com and, where applicable, their representatives, will cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA.

9. Sub-Processors.

The Customer agrees that: (i) Affiliates of Salary.com may be used as Sub-Processors; and (ii) Salary.com and its Affiliates respectively may engage Sub-Processors in connection with the provision of the Services.
All Sub-Processors who process Personal Data in the provision of the Services to the Customer will comply with the obligations of Salary.com set out in this DPA.
Where Sub-Processors are located outside of the EEA, Salary.com confirms that such Sub-Processors: (i) are located in a third country or territory recognized by the EU Commission to have an adequate level of protection; (ii) have entered into Standard Contractual Clauses with Salary.com; or (iii) have other legally recognized appropriate safeguards in place, such as Binding Corporate Rules.
Salary.com will make available to the Customer the current list of Sub-Processors upon request which will include the identities of Sub-Processors and their country of location. During the term of this DPA, Salary.com will provide the Customer with prior notification, via email, of any changes to the list of Sub-Processors who may process Personal Data before authorizing any new or replacement Sub-Processors to process Personal Data in connection with the provision of the Services.
The Customer may object to the use of a new or replacement Sub-processor, by notifying Salary.com promptly in writing within 10 business days after receipt of Salary.com’s notice. If the Customer objects to a new or replacement Sub-processor, and that objection is not unreasonable, the Customer may terminate the Agreement or applicable order with respect to those Services which cannot be provided by Salary.com without the use of the new or replacement Sub-processor. Salary.com will refund the Customer any prepaid and unused fees covering the remainder of the term of the applicable order following the effective date of termination with respect to such terminated Services.

10. Liability.

The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA. The parties agree that Salary.com will be liable for any breaches of this DPA caused by the acts and omissions of its Sub-Processors to the same extent Salary.com would be liable if performing the services of each Sub-Processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement. Customer is not entitled to recover more than once in respect of the same claim.
The parties agree that the Customer will be liable for any breaches of this DPA caused by the acts and omissions of its Affiliates as if such acts, omissions had been committed by Customer itself.

11. Termination.

Salary.com will, upon written request, make the Service available to Customer for the return of Customer Data to the Customer at the expiration of the term of the Agreement within the time periods set out in the Agreement; and securely delete all Customer Data after such time period unless applicable laws prevent destruction of the Customer Data. Where any Customer Data is retained for such reasons the Customer Data shall be treated as Confidential Information and will no longer be actively processed.

12. General.

This DPA sets out the entire understanding of the parties with regards to the subject matter herein.
Should a provision of this DPA be invalid or become invalid, then the legal effect of the other provisions will be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and will replace the invalid provision. The same will apply to any omissions. The use of anonymized and aggregated data by Salary.com as described in the Agreement will still apply.
To the extent of any conflict or inconsistency between the terms of this DPA and the remainder of the Agreement with respect to the privacy and security of Customer Data, the terms more protective of the Customer Data will apply. In all other cases, the terms of the Agreement control.
Customer may send any questions or concerns regarding this DPA to: privacy@salary.com

Schedule 1

Salary.com Data Security Practices

Salary.com currently observes the security practices described in this schedule. Salary reserves the right to update or modify these practices at its discretion provided such modifications and updates do not material degrade the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meaning as set forth in the Agreement between the parties.

1. General Provisions

Scope of Application: Salary’s compensation products and services are provided through a software as a service environment (Salary's "Products"). Salary provides the hardware, network, servers, and data center services for its production environment in a tier 3 data center facility (the "Hosting Environment").

Application Security: The Products incorporate a number of security features, such as session encryption, user authentication, password expiration, account lockout, and password reset, which are intended to help protect customers’ data from unauthorized access.

Privacy Protection: Salary may hold customer data and processes it on behalf of customers. In this data processor role, Salary protects the security, confidentiality, and privacy of customer data, including personal identifiable information, with appropriate and technical organizational measures. Customers have a responsibility to manage and control the data and access to the data that they collect in a way that complies with privacy laws and regulations.

2. Security Practices

Information Security Program: Salary maintains a written information security program that establishes roles and responsibilities for information security, and supports the confidentiality, integrity, and availability of information processing systems operated by Salary.

Security Policies: Salary implements and maintains information security policies that define requirements for access control, application and system development, passwords, remote access, data classification, operational security, network security and physical security. The information security policies will be reviewed annually, or when significant changes to the environment occur, to ensure their continuing suitability, adequacy, and effectiveness.

Separation of Duties: Salary separates support roles and responsibilities for privileged access rights to applications, databases, systems, and security mechanisms with the least privilege required to perform each function.

Separation of Computing Layers: The Hosting Environment is partitioned into Web and Database layers with additional protections for database systems. Physical Security: Salary works with a reputable co-location provider to provide the physical security of the Hosting Environment in its tier 3 data center facility. The co-location vendor provides the surveillance, access control, and environmental control.

Physical Security: Salary works with a reputable co-location provider to provide the physical security of the Hosting Environment in its tier 3 data center facility. The co-location vendor provides the surveillance, access control, and environmental control.

Network Security: Salary maintains multiple layers of defense for production systems, including firewalls, network intrusion prevention, and host-based protections.

Logical Access Control: Salary implements logical access controls with unique IDs, password complexity, strong (i.e. two-factor) authentication for remote access to production systems, and promptly revoking or changing access in response to terminations or changes in job functions.

System Security: Salary implements detection, prevention, and recovery controls to protect against malicious software. Salary also deploys anti-malware mechanisms and ensure the anti-malware mechanisms are updated regularly. Salary employs a process to review system patches using a risk-based approach and apply them in a timely manner.

Security Assessment: Salary will assess its security policies, processes, and information systems on a regularly basis. Salary will remediate security findings or risks within a reasonable time frame.

3. Other Practices

Business Continuity and Disaster Recovery: Salary maintains a business continuity and disaster recovery plan to ensure the continued availability of information assets, systems and processes. The plan involves regular data backups, data replication, and redundant sites and systems if applicable. This plan will be tested on a regular basis.

Retention and Disposal: Any data stored on Salary’s backup media is encrypted using industry standard. Backup media are sent off-site regularly to a reputable backup vault provider. If Salary retires any electronic media containing Customer data, the media will be securely destroyed or erased following industry standard.

Schedule 2

Standard Contract Clauses

The following clauses shall only apply in the event that personal data relating to an eu data subject is transferred outside of the european economic area.

The following clauses shall not apply where said personal data is processed (i) in a third country or territory recognised by the eu commission to have an adequate level of protection or (ii) by an organization located in a country which has other legally recognised appropriate safeguards in place, such as the binding corporate rules.

Customer (the data exporter)

and

Salary.com LLC (the data importer),

each a "party"; together "the parties",

HAVE AGREED on the following Standard Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of Personal Data.

Standard Contractual Clauses

Section I

Clause 1 - Purpose and scope

The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country.
The Parties:
1. 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
2. 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').
These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 - Effect and invariability of the Clauses

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

Clause 3 - Third-party beneficiaries

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
2. Clause 8 –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);
3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
4. Clause 12 –Clause 12(a), (d) and (f);
5. Clause 13;
6. Clause 15.1(c), (d) and (e);
7. Clause 16(e);
8. Clause 18 –Clause 18(a) and (b); Module Four: Clause 18.
Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 - Interpretation

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

Clause 5 - Hierarchy

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

Clause 6 - Description of the transfer(s)

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

Clause 7 – Optional Docking clause

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.
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.
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 TWO: Transfer controller to processor

8.1 Instructions

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

8.2 Purpose limitation

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

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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

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.
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.
In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (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:

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

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

8.9 Documentation and compliance

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

MODULE THREE: Transfer processor to processor

8.1 Instructions

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

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

8.7 Sensitive data

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (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:

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

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

8.9 Documentation and compliance

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

Clause 9 - Use of sub-processors

MODULE TWO: Transfer controller to processor

GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list, as set forth in Annex III. 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 ten (10) business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (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.
The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

MODULE THREE: Transfer processor to processor

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 [ten (10) business days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (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.
The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 - Data subject rights

MODULE TWO: Transfer controller to processor

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

MODULE THREE: Transfer processor to processor

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

Clause 11 - Redress

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

Clause 12 - Liability

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

Clause 13 - Supervision

[Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

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

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

Clause 14 - Local laws and practices affecting compliance with the Clauses

The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);
3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
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.]
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

15.1 Notification

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

15.2 Review of legality and data minimisation

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

SECTION IV – FINAL PROVISIONS

Clause 16 - Non-compliance with the Clauses and termination

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

Clause 17 - Governing law

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).]

Clause 18 - Choice of forum and jurisdiction

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

APPENDIX

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

The Data Exporter and Controller is Salary.com, LLC’s customer which has a subscription to Salary.com, LLC’s products and/or services. Customer’s contact information and authorized signature are set out on the applicable Order.

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): …

Data importer(s):

The Data Importer and Processor is Salary.com, LLC, a provider of compensation software-as-a-service products and related services.

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): …

B. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Categories of data subjects whose personal data is transferred:
- Data Exporter’s employees and contractors.
Categories of personal data transferred
- Data subjects' names, salary and employment information, entity data, navigational data (including website usage information), system usage data, and other electronic data submitted, stored, sent, or received by Data Importer from Data Exporter through Data Importer’s products or services concerning Data Subjects.
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.
- Not Applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
- The frequency of the transfer shall be to provide the Services set forth in the underlying Agreement.
Nature of the processing
- The nature of the processing shall be to provide the Services set forth in the underlying Agreement.
Purpose(s) of the data transfer and further processing
- The purposes(s) of the data transfer and further processing shall be to provide the Services set forth in the underlying Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
- The data will be retained for the duration of the underlying Agreement
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
- This is further outlined in Annex III, attached hereto.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

To be provided by Data Controllers.

ANNEX II

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

1. General Provisions

2. Security Practices

Network Security: Salary maintains multiple layers of defense for production systems, including firewalls, network intrusion prevention, and host-based protections.

3. Other Practices

ANNEX III

LIST OF SUB-PROCESSORS

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

The Data Importer has the controller’s general authorization for the engagement of third party providers to provide aspects of Data Importer’s products and/or services. The Data Importer will ensure such third-party providers only access and use data to provide the Data Importer’s products and/or services and not for any other purpose. Subject to the Clauses, Data Exporter consents to Data Importer engaging its affiliated companies and the third-party providers specified below in order to fulfill Data Importer’s contractual obligations:

Any Salary.com, LLC controlled affiliate or subsidiary;
Iron Mountain (data backup and disaster recovery services)

21 Terry Avenue, Burlington, MA 01803, USA

24 Snake Hill Road, North Scituate, RI 02814, USA
Evoque Data Center Solutions (colocation services)

486 Arsenal Way, Watertown, MA 02472 USA

Data Processing Addendum