TalentQuest System License Grant and Additional Terms and Conditions

Data Protection Addendum

This Services Agreement (this “Agreement”) is by and between TalentQuest LLC, a Georgia limited liability company (“TalentQuest”) and the Client listed on the Order Form (“Client”; and together with TalentQuest, the “Parties”, and each a “Party”).

WHEREAS, Client desires to retain TalentQuest to provide certain services and related deliverables as more particularly described hereinafter, and TalentQuest is willing to provide such services and deliverables under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TalentQuest and Client agree as follows:

1. Services. TalentQuest shall provide to Client the services (the “Services”) set out in one or more statements of work to be mutually agreed upon between TalentQuest and Client from time to time (each, a “Statement of Work”). The initial Statement of Work is attached hereto as Exhibit A. The Parties may change the scope of the Services or add additional Services only by entering into a Statement of Work or an amendment to this Agreement or a Statement of Work (in each case, in writing and signed by an authorized representative of each Party). TalentQuest shall designate employees or contractors to perform the Services.

2. TalentQuest System. If Client accesses or will access TalentQuest’s web-based talent management system (including any enhancements, modifications, updates, upgrades, translations, adaptations and information pertaining thereto, the “TalentQuest System”), the additional Statement of Work and terms and conditions set forth on Exhibit B attached hereto shall apply.

3. Client’s Obligations. Client shall:

3.1 Respond promptly to any reasonable requests from TalentQuest for instructions, information or approvals required by TalentQuest to provide the Services.

3.2 Cooperate with TalentQuest in its performance of the Services and provide access to Client’s premises, employees, contractors and equipment as required to enable TalentQuest to provide the Services.

3.3 Take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in TalentQuest’s provision of the Services.

4. Fees and Expenses; Payment.

4.1 In consideration of the provision of the Services by TalentQuest and the rights granted to Client under this Agreement, Client shall pay the fees set out in the applicable Statement of Work. Client shall also reimburse TalentQuest for all reasonable expenses (including without limitation, printing, mailing, facilities rentals and travel and travel-related expenses) incurred in connection with this Agreement.

4.2 Unless otherwise provided in the applicable Statement of Work, all fees and expenses will be payable within thirty (30) days of receipt by Client of an invoice from TalentQuest. All fees payable hereunder shall be paid in US Dollars.

4.3 Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, TalentQuest’s income. TalentQuest shall include applicable taxes on invoices for the Services, at any time and from time to time as such taxes are or become applicable, unless Client provides applicable sales tax exemption certificate(s) prior to provision of the Services.

4.4 Except for invoiced amounts that Client has disputed, Client shall not withhold any payments or make any setoff against any payments due hereunder. All late payments shall bear interest at the lesser of the rate of 1½% per month or the highest rate permissible under applicable law. Client shall also reimburse TalentQuest for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

5. Representations of Each Party. Each Party hereby represents and warrants to the other that: (a) it has all right, power and authority necessary to enter into this Agreement and perform its obligations hereunder; (b) its entry into this Agreement does not and will not violate any agreement with any other party; and (c) its performance under this Agreement will conform to applicable laws and government rules and regulations.

6. Limited Warranties.

6.1 TalentQuest warrants that it shall perform the Services (a) in accordance with the terms and subject to the conditions set out in the applicable Statement of Work and this Agreement, and (b) in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.

6.2 TalentQuest’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the warranties provided in Section 6.1 above shall be as follows:

(a) TalentQuest shall use reasonable commercial efforts to promptly cure any such breach and re-perform any Services or Deliverables (as defined below) not in compliance with the warranty; provided, that if TalentQuest cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client’s written notice of such breach, Client may, at its option, terminate the applicable Statement of Work by serving written notice of termination in accordance with Section 10.2.
(b)In the event the applicable Statement of Work is terminated pursuant to Section 6.2(a) above, TalentQuest shall, within thirty (30) days after the effective date of termination, refund to Client any fees paid by Client as of the date of termination solely with respect to the Services and/or Deliverables that are the subject of the breach, less a deduction for Client’s actual receipt or use of all or such portion of such Services and/or Deliverables that were in compliance with this Agreement up to and including the date of termination on a pro-rated basis, as reasonably determined by TalentQuest.
(c)The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of the applicable Services or Deliverables to Client.

6.3 EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES OF ANY NATURE CONCERNING THIS AGREEMENT, THE SERVICES, THE DELIVERABLES AND/OR THE TALENTQUEST SYSTEM, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

7. Intellectual Property. Due to the proprietary and confidential nature of the Services and Deliverables provided hereunder, the Parties acknowledge and agree that all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how or other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of TalentQuest in the course of performing the Services, including any items identified as such in a Statement of Work (collectively, the “Deliverables”), but excluding any Confidential Information (as defined below) of Client, shall be owned by TalentQuest. TalentQuest hereby grants to Client a license to use the Intellectual Property Rights in the Deliverables on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. In the event that Client should, by operation of law or otherwise, be deemed to own any such Intellectual Property Rights, Client does hereby assign all right, title and interest in and to such Intellectual Property Rights to TalentQuest.

8. Confidentiality. From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public proprietary and confidential information of the Disclosing Party or its affiliates, customers or vendors, whether disclosed in writing or other tangible form or orally, and whether or not labeled as “confidential” (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 8; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, agents and representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement (and the Receiving Party shall ensure that all such persons comply with the provisions of this Section 8). If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy. Either Party is entitled to seek enforcement of its rights under this Section 8 by application in any court of competent jurisdiction for injunctive or other equitable relief.

9. Privacy of Personal Data

9.1 To the extent that Client enters personal data about identifiable individuals (Personal Data) into the TalentQuest System or TalentQuest receives information from or on behalf of Client for the purposes of providing Services, TalentQuest shall comply with applicable privacy laws and shall only process such Personal Data as set forth in this Agreement, any statements of work or other written instructions of the Client, in accordance with TalentQuest’s privacy policy available online at www.talentquest.com/privacy-policy and to comply with TalentQuest’s legal obligations. TalentQuest shall utilize administrative, physical, and technical measures to safeguard such Personal Data.

9.2 Client shall comply with the California Consumer Privacy Act and its implementing regulations (CCPA) to the extent applicable, including but not limited to providing any required notices to applicants or employees regarding use of the Services. Client will notify TalentQuest of any confirmed verifiable consumer requests to delete Personal Data that pertains to Personal Data TalentQuest maintains as a service provider on Client’s behalf. To the extent Personal Data is subject to the CCPA, TalentQuest shall not retain, use or disclose any Personal Data provided to it by Client for purposes of the Services in the course of the Agreement for any commercial or other purpose other than for the specific purposes of performing the services specified in the Agreement except or as otherwise permitted by the CCPA. Upon Client’s request, TalentQuest will delete personal information in response to a verifiable consumer request to the extent required by CCPA. TalentQuest will comply with the obligations of a Service Provider under the CCPA and its implementing regulations, to the extent applicable.

9.3 In the event that Client desires to transfer Personal Data subject to the European Union General Data Protection Regulation (GDPR), the UK Data Protection Act of 2018, or the Swiss Federal Act on Data Protection, as they may be amended from time to time or otherwise transfer Personal Data from the European Economic Area, the United Kingdom or Switzerland to TalentQuest for processing in the United States the Parties shall execute a separate data protection agreement governing the transfer and processing of such Personal Data before Client transfers any such Personal Data to TalentQuest. TalentQuest shall have no responsibility in the event Client transfers such Personal Data prior to execution of a data protection agreement between the Parties.

10. Term, Termination and Survival.

10.1 This Agreement shall commence as of the Effective Date of the applicable Statement of Work and shall continue thereafter until all Services have been performed and all Deliverables have been delivered under all Statements of Work, unless sooner terminated pursuant to Section 10.2 or 10.3.

Under TalentQuest System License Grant and Additional Terms and Conditions

10.2 Either Party may terminate this Agreement or any Statement of Work, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party breaches this Agreement or such Statement of Work, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.

10.3 Notwithstanding anything to the contrary in Section 10.2 and in addition to all other remedies available under this Agreement or at law, if Client fails to pay any amount when due hereunder and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment, TalentQuest may (a) suspend the provision of Services, or (b) terminate this Agreement or the applicable Statement of Work on written notice.

10.4 Upon the termination or expiration of this Agreement, Client shall immediately remit to TalentQuest any fees and expenses due and not yet paid under this Agreement. The rights and obligations of the parties set forth in this Section 10.4 and in Sections 4 through 9 and 11 through 24, and any right or obligation of the Parties in this Agreement which, by its nature, should survive the termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

11. Limitation of Liability.

11.1 IN NO EVENT SHALL TALENTQUEST BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2 IN NO EVENT SHALL TALENTQUEST’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID OR PAYABLE TO TALENTQUEST PURSUANT TO THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification.

12.1 Subject to Section 11 above, each Party will indemnify, defend and hold harmless the other Party, its affiliates, and their respective employees, directors, officers, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against any third party claims, demands, losses, damages or expenses (including reasonable attorneys’ fees and court costs) relating to or arising out of (a) a breach of any of the representations, warranties, covenants or agreements set forth in this Agreement, or (b) the gross negligence or willful misconduct of the indemnifying Party, its personnel or agents during the performance or receipt of the Services or Deliverables, or (c) with respect to Client, Client’s use of the Services or Deliverables, including without limitation Client’s use of the TalentQuest System.

12.2 To receive the indemnities contained in Section 12.1, the Party seeking indemnification must promptly notify the indemnifying Party in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party’s expense) and full authority to the indemnifying party to defend or settle the claim or suit, provided that (a) the indemnified party shall be entitled to participate in the defense of such matter and to employ counsel of its own choosing and at its own expense to assist in the handling of such matter, and (b) the indemnifying Party shall obtain the prior written approval of the indemnified Party, which approval shall not be unreasonably withheld or delayed, before entering into any settlement of such matter or ceasing to defend against such matter.

13. Entire Agreement; Amendments. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Titles or headings of Sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or prescribe the scope of this Agreement or the intent of any of its provisions. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

14. Further Assurances. The Parties agree to execute any and all such further agreements, instruments, or documents, and to take any and all such further actions as may be required, necessary, or desirable to effect the transactions contemplated by this Agreement.

15. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth below its signature on the signature page to this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid), or by email with confirmation of transmission. Except as otherwise provided in this Agreement, a Notice is effective on receipt by the receiving Party.

16. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Assignment. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective successors and permitted assigns. Client shall not assign, transfer or delegate any of its rights or delegate any of its obligations under this Agreement without the prior written consent of TalentQuest. Any purported assignment or delegation by Client in violation of this Section 18 shall be null and void. No permitted assignment or delegation shall relieve Client of any of its obligations under this Agreement.

19. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

20. Independent Contractors. The Parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an employment or agency relationship, partnership or joint venture between the Parties or to authorize any Party to enter into any commitment or agreement binding on the other Party.

21. Choice of Law; Choice of Forum; Waiver of Jury Trail. This Agreement and all matters arising out of or relating to this Agreement, is governed by, and is to be construed in accordance with, the laws of the State of Georgia, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement in any forum other than the United States District Court for the Northern District of Georgia or the courts of the State of Georgia sitting in Fulton County, Georgia and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

22. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

23. Force Majeure. TalentQuest shall not be liable or responsible to Client, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of TalentQuest, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage; provided that, if the event in question continues for a continuous period in excess of ninety (90) days, Client shall be entitled to give notice in writing to TalentQuest to terminate this Agreement or the applicable Statement of Work.

24. Press Releases/Publications. Client agrees that TalentQuest may reference this Agreement and its relationship with Client in product literature, advertisements, articles, press releases, marketing literature, presentations and the like.

1. TalentQuest System License Grant. The Parties acknowledge and agree that all Intellectual Property Rights in and to the TalentQuest System (including without limitation, all Deliverables, content and data therein, urls, domain names, technology, software, code, user interfaces and “look and feel” associated therewith, and other Deliverables and items posted on or used in connection or associated with the TalentQuest System, and any goodwill arising out of Client’s use of the TalentQuest System), but excluding any Confidential Information of Client, shall be owned by TalentQuest. In the event that Client should, by operation of law or otherwise, be deemed to own any such Intellectual Property Rights, Client does hereby assign all right, title and interest in and to such Intellectual Property Rights to TalentQuest. Subject to the terms and conditions of the Services Agreement and this Statement of Work, TalentQuest hereby grants to Client a limited license (the “License”), on a non-exclusive, worldwide, non transferable, non-sublicenseable basis, solely for its internal hiring, employment and talent management purposes, to: (a) access the TalentQuest System in order to utilize the functionality of the TalentQuest System modules for which Client has subscribed hereunder, and (b) to view and use the Deliverables, content and data available within such TalentQuest System modules. The Parties acknowledge and agree that the TalentQuest System, the Deliverables and all content and data therein shall be deemed to be Confidential Information of TalentQuest. Client is expressly prohibited from removing, altering, editing, masking or otherwise changing any trade mark identifiers, serial numbers or other program identifiers or information in the TalentQuest System; editing, revising, changing or otherwise modifying the TalentQuest System; seeking to decompile the TalentQuest System; or attempting to reverse engineer or otherwise generate source code versions therefrom.

2. Client Data. Notwithstanding the foregoing, the Parties acknowledge and agree that Client shall own any Confidential Information of Client residing in the TalentQuest System (“Client Data”). Client hereby grants to TalentQuest a License, on a non-exclusive, worldwide, non transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis, to (a) store, maintain and access Client Data for application support purposes, and (b) use Client Data for the purpose of preparing statistical analyses and other data compilations, as well as using Client Data on an aggregate basis; provided, however, that TalentQuest will not reveal any personally identifiable information of any person or specific user of Client.

3. Client’s Access to the TalentQuest System. TalentQuest shall provide Client with username(s) and password(s) for personnel who are authorized to access the TalentQuest System. [For security purposes, TalentQuest will automatically change each such password ninety (90) days after it is issued and provide written notice to Client of the new password.] At any time, Client may contact TalentQuest to request changes to any username(s) or password(s) assigned by TalentQuest. Client is solely responsible for use of and access to the TalentQuest System using the usernames assigned to it. If Client learns or suspects that unauthorized use of its account is taking place, or if the individual user’s employment with Client is terminated, then Client shall immediately notify TalentQuest in writing and TalentQuest will remove or replace the username and password.

4. Security. Client is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the TalentQuest System, and for its users’ compliance with the terms of the Services Agreement and this Statement of Work. TalentQuest has the right at any time to terminate or suspend access to any user or to Client if TalentQuest believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the TalentQuest System.

5. Client’s Employee Population. The License granted herein assumes access to the TalentQuest System by no more than the following number of employees of Client: <> employees. Client’s employee population may be reviewed from time to time to take into effect additions or modifications to Client’s employee population and subscription fees for the License may be increased accordingly, based on TalentQuest’s then-current pricing list.

6. NO WARRANTIES. CLIENT ASSUMES ALL LIABILITY AND RISKS ARISING OUT OF OR RESULTING FROM CLIENT’S ACCESS OR USE OF THE TALENTQUEST SYSTEM. TALENTQUEST MAKES NO WARRANTIES OF ANY NATURE, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR THAT CLIENT’S ACCESS TO THE TALENTQUEST SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE, AND ANY SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.

7. Rights and Obligations of Client upon Expiration or Termination. Upon the expiration or termination of this Statement of Work:

a. Client shall immediately cease any and all usage of the TalentQuest System and terminate any and all internal links or access to the TalentQuest System.
b. Provided that Client has paid all amounts due under the Agreement and this Statement of Work in full, the License may be extended by TalentQuest for a period of twelve (12) months from and after the expiration or termination of this Statement of Work, solely for purposes of Client accessing and viewing reports available within the TalentQuest System as of the effective date of expiration or termination of this Statement of Work.

Module in operation

Clause 7 (Docking Clause)

Clause 11
(Option)

Clause 9a (Prior Authorisation or General Authorisation)

Clause 9a (Time period)

Is personal data received from the Importer combined with personal data collected by the Exporter?

This Data Protection Addendum amends the TalentQuest Services Agreement (“Agreement”) previously entered into by TalentQuest LLC (“Processor”) and TalentQuest Client agreeing to these terms (“Controller”). To the extent that Processor engages in the Processing of Personal Data on behalf of Controller in the course of carrying out Processor’s obligations under the Agreement, Processor shall comply with Applicable Data Protection Laws for Personal Data processed by Processor. Unless otherwise specified all terms used herein shall have the same meaning as under the applicable Data Protection Laws.

Definitions

For purposes of this DPA, the following terms have the meaning stated:

- “2021 Standard Contractual Clauses” means the standard contractual clauses (controllers to processors modules) for the transfer of personal data to third countries set out in the EU Commission Decision of 4 June 2021) and attached as Appendix 1.
- “Applicable Data Protection Laws” means all applicable laws relating to privacy or collecting, processing, maintenance, disseminating, protecting, or securing data, including, but not limited to the GDPR, UK GDPR, CCPA, US Data Protection Laws and the Swiss Federal Act on Data Protection, as amended, .
- “CCPA” means the California Consumer Privacy Act of 2018, and its accompanying regulations, each as they may be amended from time to time.
- “Controller” means Controller and any corporate entities which from time to time: (a) directly or indirectly control, are controlled by, or are under common control with the Customer; and (b) for purposes of GDPR are established and/or doing business in the United Kingdom and/or the European Economic Area or Switzerland, and for purposes of CCPA share common branding with Customer. “Control,” for purposes of this definition, means direct or indirect ownership of, power to vote, or other control of more than 50% of the voting interests of the subject entity, control in any manner over the election of a majority of the directors, or of individuals exercising similar functions; or the power to exercise a controlling influence over the management of a company. “Common branding” means a shred name, service mark, or trademark.
- “Data Subject” means the identified or identifiable person to whom Personal Data relates and includes a ‘consumer’ as that term is defined in the CCPA.
- “EEA” means the European Economic Area, including Switzerland and those countries comprising the European Union (“EU”) and the European Free Trade Association.
- “FADP” means the Swiss Federal Act on Data Protection of 1992, as amended.
- “FDPIC” means the Swiss Federal Data Protection and Information Commissioner.
- “GDPR” means the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state as they may be amended from time to time.
- “Personal Data” means all data which is defined as ‘personal data’ or ‘personal information’ in the Applicable Data Protection Laws, and which is provided by Controller to Processor or accessed, stored or otherwise processed by Processor in connection with the Services.
- “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Security Incident” means a breach of Processor security or a Processor Sub-processor’s security leading to accidental or unlawful destruction, theft, loss, alteration, unauthorised disclosure of, or access to Personal Data.
- “Supervisory authority” shall have the meanings ascribed to it in the GDPR.
- “UK GDPR” means the United Kingdom’s Data Protection Act 2018 and any implementing laws in the United Kingdom as they may be amended from time to time.
- “UK IDT Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the United Kingdom’s Information Commissioner’s Office, Version B1.0, and in force as of March 21, 2022 and attached as Appendix 2 hereto.
- “US Data Protection Laws” means the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act and the Connecticut Data Privacy Act.

Capitalized terms used, but not defined, in this DPA are defined in the Agreement.

Processing of Personal Data

- Controller and Processor agree that they will procure all requisite consents, permissions, and licenses to enable Processor to fully perform its obligations under the Agreement (including this DPA) in full compliance with Processor’s own legal obligations.
- Processing may only be undertaken for purposes set forth in the Agreement and any exhibits, statements of work or addenda executed between the parties or written instructions by the Controller (“Instructions”), and as required by Applicable Data Protection Laws. Annex 1 of Appendix 1 further sets out the subject-matter and duration of the processing to be undertaken, the nature and purpose of the processing, the type of Personal Data and categories of data subjects to be processed. Controller’s instructions for the Processing of Personal Data shall comply with Applicable Data Protection Laws. Controller shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Controller acquired Personal Data, including compliance with any applicable Data Subject notice and consent requirements.
- Processor shall immediately inform Controller if, in its opinion, an instruction infringes on Applicable Data Protection Laws, GDPR requirements or other European Union, Member State, UK or Swiss data protection provisions.
- For clarity, Processor shall not sell Controller’s Personal Data as the term ‘sell’ is defined in the CCPA.
- Processor will notify Controller if it can no longer meet its obligations under the CCPA.

Confidentiality

- Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor engaged by Processor in the Processing of Personal Data, ensuring that access is strictly limited to those individuals who need access as necessary for the purpose of the Agreement and DPA and to comply with Applicable Data Protection Laws, ensuring that all such individuals are informed of the confidential nature of the Personal Data, have executed written confidentiality agreements, and that such confidentiality obligations survive the termination of the personnel engagement.

Security

- Processor shall maintain technical and organizational measures appropriate (having regard to the state of technological development and cost of implementation) for protection of the security, confidentiality and integrity of Personal Data (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss, theft or alteration or damage, unauthorized disclosure of, or access to, Personal Data), as set forth in the Processor Security Brief published at https://www.talentquest.com/privacy/data-protection/ (“Security Measures”). Processor regularly monitors compliance with the Security Measures and Processor will not materially decrease the overall security of the Services during the duration of Processing. Controller agrees that the Security Measures are appropriate for the categories of Personal Data being Processed.

Sub-processors

- Controller grants Processor general authorization to engage other processor(s) (i.e. sub-processor(s)), including those identified at http://www.talentquest.com/sub-processors/, subject to the terms and safeguards set forth in Appendix 1, Clause 9.
- Controller acknowledges and agrees that Processor may appoint third-parties to assist in providing its services and processing of Personal Data (“Sub-processors”), provided that such Sub-processors:
  - agree to act only on Processor’s instructions when processing Personal Data (which instructions shall be consistent with the Controller’s processing instructions to Processor); and
  - have entered into a written agreement with Processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the services provided by such Sub-processor
- Processor shall make available to Controller the current list of Sub-processors used for the processing of Personal Data under this DPA at https://www.talentquest.com/privacy/sub-processors/. When any new Sub-processor is appointed that will Process Personal Data, Processor will, at least thirty (30) days before the new Sub-processor processes any Personal Data, notify Controller of the appointment via email at the email address(es) provided by the Controller. In the event that Controller objects to a sub-processor, Processor may seek to find a substitute Sub-processor or, in its sole discretion, terminate the Agreement without penalty to Processor, with Controller responsible for any amounts then outstanding in accordance with the terms of the Agreement. In such event, Processor will do one of the following at Processor’s option: (a) instruct the Sub-processor to cease any further processing of the Controller’s Personal Data, in which event this DPA shall continue unaffected, or (b) allow the Controller to terminate this DPA and the Agreement and related Services immediately, in which case Processor will provide Controller with a pro rata refund of any payment paid in advance for Services but not yet received by Controller.
- Processor shall be liable for the acts and omissions of its Sub-processors to the same extent Processor would be liable if performing the services of each Sub-processor directly under the terms of this DPA.
- The Service provides links to integrations with third-party services, which Controller may, at Controller’s sole discretion, integrate directly into Controller’s instance of the Service and may have access to, or process, Controller’s Personal Data. The providers of these third-party services shall not be deemed Sub-processors for any purpose under this DPA. If Controller elects to enable, access or use such third-party services, its access and use of such third-party services is governed solely by the terms and conditions and privacy policies of such third-party services, and Processor does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such third-party services, including, without limitation, the manner in which they handle Controller’s Personal Data. Processor is not liable for any damage or loss caused or alleged to be caused by or in connection with Controller’s enablement, access or use of any such third-party services, or Controller’s reliance on the privacy practices, data security processes or other policies of such third-party services.

Transfer of Personal Information

- To the extent that Processor receives personal data from Controller that Controller has transferred, transfers, or causes or caused to be transferred from the European Economic Area for processing under the Agreement, Controller and Processor agree to the terms of the Controller to Processor Standard Contractual Causes (“Controller-to-Processor Module II”) approved by the European Commission, set forth in Attachment A and incorporated into this Addendum by reference. In the event that the United Kingdom or Switzerland do not accept the European Commission’s Standard Contractual Clauses as sufficient for transfers from their jurisdictions or require additional safeguards, Controller shall not transfer Personal Data subject to such laws to Processor until safeguards sufficient for such transfers are in place.
- To the extent that any transfer of Personal Data is subject to the UK GDPR, the relevant EU SCCs as amended by the UK IDT Addendum will govern such transfers.
- To the extent that any transfer of Personal Data is subject to the FADP, the Parties agree that the EU SCCs will extend and apply in accordance with the following adaptations: (a) The FDPIC will be the competent supervisory authority in Annex I.C under Clause 13 of the EU SCCs, insofar as the data transfer is governed by the FADP (b) the applicable law for contractual claims and place of jurisdiction for actions between the parties under Clauses 17 and 18 of the EU SCCs shall be as set forth in the EU SCCs, provided that that the term “member state” must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18c; (c) The Clauses will also protect the data of legal entities until the entry into force of the revised FADP.

Rights of Data Subjects

- Processor shall respond to any Data Subject complaint, inquiry, or request to exercise their rights regarding Personal Data (including right of access, right to rectification, restriction of Processing, erasure, data portability, object to the Processing, or its right not to be subject to an automated individual decision making), (“Data Subject Request”) by either asking the Data Subject to make their request to Controller or by promptly notifying the Controller of the same.
- Processor will, in a manner consistent with the functionality of the Services, enable Controller to access, rectify, erase and restrict processing of Personal Data (including via the deletion functionality provided by the Service), and to export Personal Data.
- To the extent Controller, in its use of the Services, does not have the ability to address a Data Subject Request, Processor shall upon Controller’s request (and taking into account the nature of the Processing) provide commercially reasonable efforts to assist Controller in fulfilling its obligation to respond to Data Subject Requests that are required under Applicable Data Protection Laws. To the extent legally permitted, Controller shall be responsible for any reasonable costs arising from Processor’s provision of such assistance.

Audit Rights

- Upon Controller’s request with not less than thirty (30) days’ notice, Processor agrees (at Controller’s expense) to permit Controller to perform reviews of Processor’s compliance with its security obligations set forth under the DPA (the “Controller Audits”). Controller Audits may be conducted by the internal and external auditors and personnel of Controller who have entered into Processor’s form of nondisclosure agreement (collectively, “Auditors”). Such Controller Audits shall be conducted in accordance with Processor’s security policies and procedures, without undue disruption to Processor’s operations, in a commercially reasonable manner, and shall be limited to the security aspects of the Services provided to Controller. Processor agrees to cooperate in a commercially reasonable manner with the Auditors and provide the Auditors commercially reasonable assistance as they may reasonably request in connection with the Controller Audit. Except in the case of an audit performed in response to a Security Incident, Controller Audit(s) will be performed at Controller’s sole cost and Controller will reimburse Processor for its reasonable costs associated with such additional Controller Audits. Processor shall bear all costs of audits performed in response to a Security Incident. Controller shall promptly notify Processor with information regarding the results of Controller Audits, including any information that Processor is not Processing Personal Data in accordance with its obligations under this DPA.

Data Protection Impact Assessment

- Processor has performed an internal Privacy Impact Analysis related to general processing activities and will continue to do so as required.
- Processor shall, taking into account the nature of the processing and the information available to Processor, provide reasonable assistance to Controller at Controller’s cost, with any data protection impact assessments and prior consultations with supervisory authorities or other competent regulatory authorities as required for the Controller to fulfill its obligations under the GDPR.

Security Incidents

- Processor shall notify Controller without undue delay after becoming aware of a confirmed Security Incident, and provide reasonable information (the extent that such information is known or available to Processor) and cooperation to Controller so that Controller can fulfill any data breach reporting obligations it may have under Applicable Data Protection Laws. Processor shall take the steps as Processor deems necessary and reasonable in order to remedy or mitigate the effects of the Security Incident. The obligations herein shall not apply to incidents that are caused by Controller or Controller’s Users.

Deletion of Personal Data

- Processor shall enable Controller to retrieve and/or delete Personal Data from the Service before any termination of the Agreement. Controller instructs Processor, after the end of the provision of the Services, to delete all Personal Data in Processor’s possession or control, and Processor shall delete such Personal Data within 90 days or shorter as required by Applicable Data Protection Laws, including, without limitation, when a Data Subject exercises their right to erasure, but this requirement shall not apply to the extent Processor is required by applicable law to retain all or some of the Personal Data or to Personal Data Processor has archived on backup systems, which data Processor shall securely isolate and protect from further processing expect to the extent required by such law, until such time as the relevant backup archive is destroyed in accordance with Processor’s standard backup destruction policies, which shall not exceed 90 days after the date such data was backed up.

Controller Instructions

- Processor shall not be liable for any claim brought by Controller or any third party arising from Processor’s compliance with Controller’s instructions.

Miscellaneous

13.1 This DPA sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it.

To the extent that any provision of this DPA conflicts with any provision of the Agreement, the terms of the DPA shall, as to the specific subject matter of the DPA, take precedence over the conflicting provision in the Agreement.

13.2 This DPA shall remain in place until the earlier of:

- - 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
  - The parties agreeing in writing that this DPA is to be terminated.

The parties agree that, save as provided above, nothing in this DPA shall affect the application of the governing law section of the Agreement.

13.3 If any part of this DPA is held unenforceable, the validity of all remaining parts will not be affected.

- In the event of a conflict between a provision of this Addendum and the Agreement, the terms of the Addendum shall control. All other provisions of the Agreement remain in effect and unchanged.

Appendix 1: STANDARD CONTRACTUAL CLAUSES (“Module 2”)

SECTION I

Clause 1 – Purpose and scope

The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
The Parties:
- the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
- the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

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:
- Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
- Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
- Clause 9 – Clause 9(a), (c), (d) and (e);
- Clause 12 – Clause 12(a), (d) and (f);
- Clause 13;
- Clause 15.1(c), (d) and (e);
- Clause 16(e);
- Clause 18 – Clause 18(a) and (b);
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 – Docking clause (Optional)

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 organizational measures, to satisfy its obligations under these Clauses.

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 organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, 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 organizational 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 authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  - In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  - The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7. Sensitive data

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

8.8. Onward transfers

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

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

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

8.9. Documentation and compliance

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

Clause 9 – Use of sub-processors

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

Clause 10 – Data subject rights

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.

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:
- 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;
- 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:

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;
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;
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).
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. 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 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:
    - 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
    - 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.
  - 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.).
  - 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.
  - 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:
- 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;
- the data importer is in substantial or persistent breach of these Clauses; or
- 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 of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 – Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18 – Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) Any dispute arising from these Clauses shall be resolved by the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can be achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

LIST OF PARTIES

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

Name:

TalentQuest Client

Activities relevant to the data transferred under these Clauses:

Activities related to Talent Management and Development.

Role (controller/processor):

Controller

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

Name:

TalentQuest, LLC

Address:

1360 Peachtree Street NE
Suite 200
Atlanta, Georgia 30309

Activities relevant to the data transferred under these Clauses:

Client activities related to Talent Management and Development

Role (controller/processor):

Processor

DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

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

Personal Data of Controller’s employees and applicants.

Categories of personal data transferred

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

Identifiers. We may collect identifiers, such as your first name, middle name, last name, maiden name, alias, email address, phone number, username, physical address, geolocation information, IP address, date and place of birth.
Demographic Information. We may collect demographic information, such as your age, gender, and marital status.
Internet Activity. We may collect internet activity information, such as your IP address, browser characteristics, device IDs and characteristics, operating system version, and referring URLs.
Payment Information. We may collect payment information, such as credit or debit card information, bank account information, and billing information.
Location Information. We may collect location information, such as location based on IP address or geolocation information.
Employment Information. We may collect employment information, such as employment history, current and former employer names and addresses, profession or title/role, educational information, certifications/licenses, employer/employee identification information, , and emergency contact information.
Audio Recordings. We may collect audio recordings, such as Controller care calls.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

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

Racial or ethnic origin with the consent of the individual.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Periodic transfer as determined by client

Nature of the processing

Data will be received by Data Processor from client or from third party vendor of client and imported into the Processor’s platform to provide the contracted services.

Purpose(s) of the data transfer and further processing

Client’s talent management and development initiatives

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Data will be retained through the length of the contract unless notified otherwise by Controller.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Refer to sub-processor listing for details: https://www.talentquest.com/privacy/sub-processors/

COMPETENT SUPERVISORY AUTHORITY

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

Germany: Der Bundesbeauftragte für den Datenschutz und die Informationsfreiheit (Federal Commissioner for Data Protection and Freedom of Information)

Hamburg: Der Hamburgische Beauftragte Für Datenschutz Und Informationsfreiheit (The Hamburg Commissioner for Data Protection And Freedom Of Information)

ANNEX II

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

Please see listing of data protection measures at https://www.talentquest.com/privacy/data-protection/.

ANNEX III

LIST OF SUB-PROCESSORS

Please see the list of Processor’s sub-processors at https://www.talentquest.com/privacy/sub-processors/

Appendix 2: Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start date

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties’ details

Full legal name: TalentQuest Client

Full legal name: TalentQuest, LLC.

Trading name (if different): TalentQuest

Main address (if a company registered address):

One Midtown Plaza
1360 Peachtree St. NE, Suite 200
Atlanta, GA 30309

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Reference (if any): Appendix 1

the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: TalentQuest, TalentQuest Client

Annex 1B: Description of Transfer: Transfer of personal data of Controller’s employees and prospective employees from the UK to the United States

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See https://www.talentquest.com/privacy/data-protection/

Annex III: List of Sub processors (Modules 2 and 3 only): See https://www.talentquest.com/privacy/sub-processors/

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section ‎19:

Importer

Exporter

Neither Party

Part 2: Mandatory Clauses

Entering into this Addendum

Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table ‎3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

- together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
- Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
- this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.

No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
In Clause 2, delete the words:

“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”;

Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

From time to time, the ICO may issue a revised Approved Addendum which:

makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

- its direct costs of performing its obligations under the Addendum; and/or
- its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

Alternative Part 2 Mandatory Clauses:

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.

Last updated in March 2024