Data Processing Addendum

May 2023

THIS DATA PROCESSING ADDENDUM (“DPA”) is made as of the Effective Date (defined below)

BETWEEN

(1) ______________________, a company incorporated in ___________________ with a principal place of business at ________________________ (“Provider”); and

(2) TrueFort, Inc. whose principal place of business is at 3 W 18th Street, Weehawken, NJ 07086 (“Vendor”).

Each a “Party” and together, the “Parties.”

This DPA is incorporated into and forms part of the agreement(s) between Vendor and Provider (“Agreement”) under which Provider supplies certain services (“Services”) to Truefort.

Instructions

This DPA includes Exhibits 1 – 2, as attached hereto).

To execute this DPA, Provider must:

(a) complete the information in the blanks above and throughout this document, including Exhibits 1 – 2;

(b) verify that the information about Provider is accurate, complete and the same as that provided in the Agreement.

This DPA will become effective as of the date the Services start as listed in the applicable Order (“Effective Date”). This DPA will be deemed legally binding upon receipt by Vendor of a fully executed copy pursuant to the above and supersedes any prior agreements between Provider and Vendor concerning the processing of Personal Data.

How This DPA Applies

In the event of any conflict or inconsistency between the Agreement and this DPA, the latter will prevail, but only to the extent of the conflict or inconsistency. Any terms which are not defined in this DPA are as defined in the Agreement. 

This DPA is divided into two sections:  Part I – European Data Protection; Part II – California Data Protection. 

Part I – European Data Protection

Subject to the terms of the Agreement, the below terms and conditions apply to the processing of Personal Data. 

1. Processing of Personal Data

1.1 Roles and Responsibilities. For purposes of the provision of Services hereunder, Vendor is (or will comply with the obligations of) the Data Controller and Provider is (or will comply with the obligations of) the Data Processor.  Vendor grants a general authorization to: (a) Provider to appoint any Provider Affiliate as a sub-processor; and (b) Provider and any Provider Affiliate to appoint third–party sub-processors to support the performance of the Services as provided below.

1.2 Provider Processing Activities. Provider agrees that it will: (a) only process Personal Data to provide the Services in accordance with the Agreement and pursuant to Vendor’s written instructions as set forth in this DPA; and (b) take reasonable steps to ensure that only authorized personnel who are under written obligations of confidentiality have access to such Personal Data. Provider further agrees that it will comply with the Data Protection Law applicable to Provider in the provision of Services under the Agreement and this DPA.

1.3 Vendor Processing Activities. Vendor may from time to time in its use of the Services submit Personal Data to Provider.  Vendor has sole responsibility for obtaining any necessary consents or providing any necessary notice and for doing such things required under Data Protection Law to disclose Personal Data to Provider in connection with the Services.  

1.4 Details of Processing Activities. The nature and extent of Personal Data processed by Provider to deliver the Services is determined and controlled solely by Vendor. Appendix 1 to the Standard Contractual Clauses, attached hereto, sets out the duration, nature and purpose of the processing of Personal Data. The categories of Personal Data and Data Subjects whose Personal Data that may be processed by Provider are also set forth in Appendix 1 to the Standard Contractual Clauses. 

2. Sub-Processing

2.1 Current Sub-processors. A list of Provider’s current sub-processors is attached hereto as Exhibit 2.     

2.2 New Sub-processors.  Provider will notify Vendor in writing thirty (30) days in advance of the appointment of any new sub-processor, including the details of the sub-processing activity as set forth in Exhibit 2, to be undertaken by the new sub-processor.  If Vendor has an objection to any new sub-processor, it will notify Provider of such objection in writing.  Within thirty (30) days from the date of Vendor’s written objection, the parties will seek to resolve the matter in good faith.  If Provider is unable to satisfy Vendor’s objection within thirty (30) days from the date of Vendor’s written objection, Vendor may terminate the Agreement with respect to the product or services to which the proposed new sub-processor’s processing relates or would relate by providing thirty days (30) days written notice to Provider. Vendor agrees to pay all fees as required under the Agreement incurred up to and including the date of termination. 

2.3 Obligations of and Liability for Sub-processors.  Provider will take steps to require that any sub-processor it engages to provide Services on its behalf in connection with the Agreement does so only on the basis of a written contract which imposes on such sub-processor terms substantially no less protective of Personal Data than those imposed on Provider in this DPA.  Provider agrees to be liable for the acts or omissions of its third-party sub-processors to the same extent as Provider would be liable if performing the services of the sub-processors under the terms of the Agreement. 

3. Subject Access Requests

In the event Provider receives a Data Subject Request from Vendor’s Data Subject, Provider: (a) will promptly notify Vendor and provide Vendor with a copy of the Data Subject Request; and (b) will not respond to such Data Subject Request without Vendor’s prior written consent, except to confirm that such request relates to Vendor to which Vendor hereby agrees.  Upon Vendor’s request, Provider will provide reasonable assistance to facilitate a Data Subject Request to the extent Provider is able to consistent with applicable law. 

4. Assistance

Provider will provide reasonable assistance to Vendor as Vendor reasonably requests (taking into account the nature of processing and the information available to Provider) in relation to Vendor’s obligations under Data Protection Law with respect to: (a) data protection impact assessments (as such term is used in the GDPR); and (b) Vendor’s compliance with its obligations under the GDPR with respect to the security of processing. 

5. Deletion or Return of Personal Data

Upon termination of the Agreement, Provider will delete or return Vendor data, including any Personal Data contained therein, within sixty (60) days of termination.  Upon request, Provider will supply Vendor with a letter certifying to the deletion of Vendor data as provided herein.   

6. Inspections and Audit

6.1 Provider will make available to Vendor such information in its possession or control as Vendor may reasonably request to demonstrate Provider’s compliance with its obligations as a Data Processor under Data Protection Law. 

6.2 In the event that Vendor is entitled under Data Protection Law to request additional information pursuant to an EU supervisory authority when it requests or requires additional information with regard to the data processing activities carried out by Provider under this DPA, such further information (including any on-site inspections) will be provided, taking into account the amount of resources and time required. Vendor and Provider will mutually agree upon the scope, timing and duration of any on-site inspection, including with respect to any third-party inspector selected by Vendor. Vendor will promptly notify Provider of any non-conformance discovered during the course of an on-site audit. 

7. Technical and Organizational Security Measures

Provider implements appropriate technical and organizational security measures required under applicable Data Protection Law for the security of the Personal Data it processes as set forth in the Agreement.  

8. International Data Transfers

8.1 Vendor and Provider agree that the Standard Contractual Clauses will apply to any International Data Transfer made in connection with this Agreement.  Provider further agrees that every International Data Transfer, including onward transfer, will be undertaken in accordance with the Standard Contractual Clauses. 

8.2 Provider agrees that no sub-processor will be permitted to undertake or receive an International Data Transfer before executing the Standard Contractual Clauses. 

9. Personal Data Breach Notification

Provider will notify Vendor without undue delay after becoming aware of a Personal Data Breach.  Where appropriate in respect of any Personal Data which has been the subject of a Personal Data Breach, Provider will provide reasonable assistance to Vendor, which may include assistance in notifying the relevant supervisory authority, a description of the nature and extent of the Personal Data Breach (e.g., number and categories of affected subjects; number and categories of records concerned), description of the likely consequences, and the measures taken or proposed to be taken to remediate or mitigate the possible adverse effects.  

10. General

10.1 This DPA will remain in full force and effect until the earlier of:

(a) The expiry or termination of the Agreement (and without prejudice to the survival of accrued rights and liabilities of the parties and any obligations of the parties which either expressly or by implication survive termination); or 

(b) The parties agreeing in writing that this DPA is to be terminated.

10.2 This DPA and any disputes arising out of the subject matter of this DPA will be governed and construed in accordance with the governing law of the Agreement.  

10.3 For the purposes of determining the governing law of the Standard Contractual Clauses:

(a) where the Data Exporter is established in the European Union or the European Economic Area, the Clauses will be governed by the laws of the country in which the Data Exporter is established; or   

(b) where the Data Exporter is established outside of the European Union or the European Economic Area, the Clauses will be governed by the laws of England and Wales. 

10.4 In the event the Laws of England and Wales apply, a person who is not a Party will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this DPA. The rights of the Provider and Vendor to terminate, rescind or agree to any variation, waiver or settlement under this DPA are not subject to the consent of any other person. 

10.5 Provider will inform Vendor, as soon as reasonably practicable upon becoming aware, if in Provider’s opinion, any instructions provided y under this DPA infringe the GDPR. 

10.6    Provider’s liability to Vendor arising out of or related to the DPA will be subject to the same limitations and exclusion of liability as apply under the Agreement.  

10.7 In the event of a conflict between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail. 

Part II – California Data Protection

1. Provider represents and warrants that it is a “service provider,” for the purposes of the services it provides to Vendor pursuant to the Agreement, according to the meaning given to that term in Section 1798.140(v) of the California Civil Code, as of the date of execution of this Addendum. 

2. Provider represents and warrants that it is a sole proprietorship, partnership, limited liability company, corporation, association, or other legal entity that is organized or operated for the profit or financial benefit of its shareholders or other owners. 

3. Provider represents and warrants that, to the extent that Vendor discloses a Consumer’s Personal Information to Provider, Provider will process that Personal Information only on behalf of Vendor and pursuant to this Agreement and Addendum. 

4. Provider certifies that it shall not process, retain, use, or disclose a Consumer’s Personal Information for any purpose other than for the specific purpose of performing the services specified in the Agreement. 

5. Provider certifies that it shall not Sell a Consumer’s Personal Information for any reason. 

6. Vendor certifies that it understands the restrictions set forth in Section 1798.140(w)(2)(A) of the California Civil Code, as of the date of execution of this Addendum, and will comply with them. 

Definitions 

“Affiliate” as defined under the Agreement.  If not defined in the Agreement, “Affiliate” means any entity that is controlled by, or under Common Control with, a party, where “control” means to own, or the ownership of, the power to direct or manage the affairs of the party or entity through voting power or by contract, but only for as long as such control or Common Control exists.  An entity is under “Common Control” with another if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity; 

“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., as updated, amended or replaced from time to time; 

“Consumer” has the meaning provided in Section 1798.140(g) of the California Civil Code, as of the date of execution of this Addendum; 

“Data Controller” as defined under the GDPR; 

“Data Processor” as defined under the GDPR; 

“Data Protection Law” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states, and the United Kingdom, applicable to the processing of Personal Data under this Agreement, including the General Data Protection Regulation (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“) and all national legislation reflecting, implementing or supplementing the foregoing as updated, amended or replaced from time to time; 

“Data Subject” as defined under the GDPR; 

“Data Subject Request” means a request from or on behalf of a Data Subject relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a Data Subject to the processing of its Personal Data; 

“International Data Transfer” means a transfer of Personal Data from the European Economic Area or Switzerland to any country or recipient (1) not deemed by the European Commission as providing an adequate level of protection for Personal Data, and (2) not covered by a suitable framework or certification recognized by the relevant Supervisory Authority as providing an adequate level of protection for Personal Data; 

“Personal Data” means all data which is defined as ‘personal data’ under Data Protection Law and which is provided by Vendor to a Provider (directly or indirectly), and accessed, stored or otherwise processed by Provider as a Data Processor as part of its provision of the Service to Vendor and to which Data Protection Law applies;  

“Personal Information” has the meaning provided in Section 1798.140(o) of the California Civil Code, as of the date of execution of this Addendum; 

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data while being transmitted, stored or otherwise processed by Provider or by a sub-processor of Provider; 

“Sell” has the meaning provided in Section 1798.140(t) of the California Civil Code, as of the date of execution of this Addendum; 

“Standard Contractual Clauses” means the agreement executed by and between Vendor and Provider and attached hereto as Exhibit 1. 

The Parties’ authorized signatories have duly executed this DPA:

EXHIBIT 1 TO DPA

Commission Decision C(2010)593
Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organization: TrueFort, Inc.

Address: 3 W 18th Street, Weehawken, NJ

Other information needed to identify the organization: None.

……………………………………………………………
(the data exporter)

And

Name of the data importing organization: The entity identified as “Provider” in the DPA

Address: The address identified for Provider on page 1 of the DPA

Other information needed to identify the organization: None.

…………………………………………………………………
(the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following 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 the personal data specified in Appendix 1.

Clause 1
Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; 

(b) ‘the data exporter’ means the controller who transfers the personal data; 

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; 

(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract; 

(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established; 

(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. 

Clause 2
Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. 

Clause 3
Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. 

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. 

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law. 

Clause 4
Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State; 

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses; 

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract; 

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation; 

(e) that it will ensure compliance with the security measures; 

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; 

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension; 

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information; 

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and 

(j) that it will ensure compliance with Clause 4(a) to (i). 

Clause 5
Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; 

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; 

(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred; 

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, 

(ii) any accidental or unauthorized access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so; 

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred; 

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority; 

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent; 

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; 

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter. 

Clause 6
Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered. 

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.  The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities. 

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.  

Clause 7
Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: 

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; 

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. 

Clause 8
Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b). 

Clause 9
Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10
Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause. 

Clause 11
Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement. 

2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established. 

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority. 

Clause 12
Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1. 

On behalf of the data exporter:

Name (written out in full): Deepak Khaduri

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature……………………………………….

(stamp of organization)

On behalf of the data importer:

Name (written out in full): 

Position:

Address: The address identified for Provider on page 1 of the DPA

Other information necessary in order for the contract to be binding (if any):

Signature……………………………………….

(stamp of organization)

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties. 

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix. 

Data exporter 

The data exporter is (please specify briefly your activities relevant to the transfer): 

The legal entity that has executed the EU Standard Contractual Clauses as the data exporter (also referred to herein as “Vendor”) and the corporate entities under Common Control, as set forth in the accompanying DPA, with the data exporter, which are established or doing business in the European Economic Area or Switzerland. 

Data importer 

The data importer is (please specify briefly activities relevant to the transfer): 

The legal entity that has executed the EU Standard Contractual Clauses as the data importer (also referred to herein as “Provider”) is a provider of the Services, and which from time to time processes Personal Data upon the instruction of Vendor in accordance with the terms of the Agreement. 

Data subjects 

The personal data transferred concern the following categories of data subjects (please specify): 

Vendor may submit Personal Data to Provider, the extent of which is determined and controlled by Vendor in its sole discretion and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: 

• Prospects, customers, business partners, vendors and their respective employees or contractors (who are natural persons) 
• Vendor’s assigned users of the Services
• Vendor’s employment candidates, employees, agents, contractors or advisors (who are natural persons)

Categories of data

The personal data transferred concern the following categories of data (please specify): 

Vendor may submit Personal Data to Provider, the extent of which is determined and controlled by Vendor in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: 

• First and last name
• Title
• Position
• Employment history
• Personal, including family, history
• Contact information (company email, phone, physical business address)
• Personal contact information (email, mobile phone, address)
• ID data
• Connection data
• Location data

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify): 

Vendor may submit special categories of data to Provider, the extent of which is determined and controlled by Vendor in its sole discretion, and which may include Personal Data pertaining to race, ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health or sex, ideological views or activities, or information on social security measures or administrative or criminal proceedings and sanctions, which are treated outside pending proceedings, or that of the data subjects immediate family. 

Processing operations 

The personal data transferred will be subject to the following basic processing activities (please specify): 

The objective of processing Personal Data by the Provider is the performance of the Services as set forth in the Agreement. 

DATA EXPORTER TrueFort, Inc.

Name:

Authorized Signature ……………………

DATA IMPORTER The entity identified as “Provider” in the DPA

Name:………………………………

Authorized Signature ……………………

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organizational security measures implemented by the data importer
in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

See Information Security Addendum (ISA), attached to the Agreement.

EXHIBIT 2 TO DPA

Pursuant to Section 2.1 of this DPA, please list the names, type of service provided, and geographical location of each Provider sub-processer: