Last Updated: April 10, 2020

This Data Processing Agreement (“DPA”) is incorporated into the agreement between Reciprocity and Customer for the purchase of Services provided by Reciprocity (the “Agreement”) and governs the Processing of Personal Data by Reciprocity on behalf of Customer. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. 

In the event of any conflict between the terms of this DPA and the terms of the Agreement, the provisions of this DPA shall prevail to the extent of the conflict.

RECITALS
Reciprocity provides to Customer certain services (“Services“) pursuant to one or more separate agreement(s) between the parties (each an “Agreement“). In connection with the Services, the parties anticipate that Reciprocity may from time to time process certain Personal Data in respect of which the Customer or any member of the Customer Group (as defined below) may be a controller under Data Protection Laws.

The parties have agreed to enter into this DPA in order to ensure that adequate safeguards are put in place with respect to the protection of such Personal Data as required by the Data Protection Laws.

  1. DEFINITIONS
    1. “Adequate Country” means a country or territory that is recognized under Data Protection Laws from time to time as providing adequate protection for Personal Data.
    2. “Customer Group” means Customer and any of its Affiliates.
    3. “Data Protection Laws” means all privacy laws applicable to any Personal Data processed under or in connection with this agreement, including, without limitation, all privacy laws and regulations of the European Union, the EEA and their member states, Switzerland, and the United Kingdom applicable to any Personal Data processed under or in connection with this DPA, including, without limitation, the Data Protection Directive 95/46/EC (as the same may be superseded by the General Data Protection Regulation 2016/679 (the “GDPR”)), the Privacy and Electronic Communications Directive 2002/58/EC (as the same may be superseded by the Regulation on Privacy and Electronic Communications, (“ePrivacy Regulation”)) and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time.
    4. “Data Subject Request” means a request from or on behalf of a data subject relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a data subject to the processing of its Personal Data.
    5. “EEA” means European Economic Area and Switzerland.
    6. “GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
    7. “Model Clauses” means the model clauses for the transfer of personal data to processors established in third countries approved by the European Commission, the approved version of which is set out in the European Commission’s Decision 2010/87/EU of 5 February 2010 and at https://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087 and which along with this Reciprocity Data Processing Agreement Appendices to the Model Clauses included in Exhibit A to this DPA, form a part of this DPA.
    8. “Personal Data” means all data which is defined as ‘Personal Data’ under Data Protection Laws and which is provided by the Customer to Reciprocity or accessed, stored or otherwise processed by Reciprocity in connection with the Services.
    9. “Privacy Shield Principles” means the EU-U.S. and Swiss-U.S. Privacy Shield principles (as may be amended, superseded, or replaced) and available from the US Department of Commerce at https://www.privacyshield.gov
    10. “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, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    11. “Reciprocity Group” means Reciprocity and any of its Affiliates.
    12. “Subprocessor” means any entity engaged by Reciprocity or its affiliates to Process Personal Data in connection with the Services.
    13. “Controller”, “Data Subject”, “Processor”, and “Supervisory Authority” shall have the meanings ascribed to them in the Data Protection Laws.
  2. STATUS OF THE PARTIES
    1. The type of Personal Data processed pursuant to this DPA and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects are as described below:
      1. Subject Matter of the Processing: Reciprocity’s provision of the Services to Customer.
      2. Nature and Purpose of the Processing: the collection, analysis, storage, duplication, deletion, and disclosure as necessary to provide the Services and as may be further instructed by Customer in writing.
      3. Duration of Processing: the Reciprocity will process the Personal Data for the duration of the Agreement, or until the data upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement (to the extent applicable) unless otherwise agreed between the parties in writing.
      4. Types of Data: data relating to individuals provided to Reciprocity via the Services, by (or at the direction of) Customer.
        Categories of Data Subjects: data subjects may include Customer’s employees, contractors, agents, and affiliates about whom data is provided to Reciprocity via the Services by (or at the direction of) Customer.
    2. Each party warrants in relation to Personal Data that it will comply (and will procure that any of its personnel comply), with the Data Protection Laws. As between the parties, the Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Customer acquired Personal Data.
    3. In respect of the parties’ rights and obligations under this DPA regarding the Personal Data, the parties hereby acknowledge and agree that the Customer is the Controller and Reciprocity is the Processor and accordingly Reciprocity agrees that it shall process all Personal Data in accordance with its obligations pursuant to this DPA.
    4. Each party shall appoint an individual within its organization authorized to respond from time to time to enquiries regarding the Personal Data and party shall deal with such enquiries promptly.
  3. RECIPROCITY OBLIGATIONS
    1. With respect to all Personal Data, Reciprocity shall:
      1. only process the Personal Data in order to provide the Services and shall act only in accordance with (i) this DPA and (ii) the Customer’s written instructions;
      2. in the unlikely event that applicable law requires Reciprocity to process Personal Data other than pursuant to the Customer’s instruction, Reciprocity will notify the Customer (unless prohibited from so doing by applicable law);
      3. as soon as reasonably practicable upon becoming aware, inform the Customer if, in Reciprocity’s opinion, any instructions provided by the Customer under Clause 3.1.1 infringe the GDPR;
      4. implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data;
      5. take reasonable steps to ensure that only authorized personnel have access to such Personal Data and that any persons whom it authorizes to have access to the Personal Data are under obligations of confidentiality;
      6. as soon as reasonably practicable upon becoming aware, notify the Customer of any actual or alleged material incident of unauthorized or accidental disclosure of or access to any Personal Data by any of its staff, sub-processors, or any other identified or unidentified third party (a “Security Breach”);
      7. promptly provide the Customer with reasonable cooperation and assistance in respect of a Security Breach and all reasonable information in Reciprocity’s possession concerning the Security Breach insofar as it affects Customer and/or any member of a Customer Group, including the following:
        1. the possible cause and consequences of the Security Breach;
        2. the categories of Personal Data involved;
        3. a summary of the possible consequences for the relevant data subjects;
        4. a summary of the unauthorized recipients of the Personal Data;
        5. the measures taken by Reciprocity to mitigate any damage.
      8. as soon as reasonably practicable following termination or expiry of the Agreement or completion of the Services, and in any event within sixty (60) days of, upon Customer’s written request, Reciprocity will delete (i.e. putting beyond practicable use) or return to the Customer (at the Customer’s direction) all Personal Data (including copies thereof) for which Reciprocity is the Processor and that is processed pursuant to this DPA, save that this requirement shall not apply to the extent that Personal Data exists within back-ups where such data is put beyond practicable use and deleted in accordance with Reciprocity’s separate retention timeframes for archival media.
      9. provide such assistance as the Customer reasonably requests (taking into account the nature of processing and the information available to Reciprocity) to Customer in relation to the Customer’s obligations under Data Protection Laws with respect to:
        1. data protection impact assessments (as such term is defined in the GDPR);
        2. notifications to the supervisory authority under Data Protection Laws and/or communications to data subjects by the Customer in response to any Security Breach;
        3. the Customer’s compliance with its obligations under the GDPR with respect to the security of processing; and
        4. provided the Customer shall pay Reciprocity’s charges for providing the assistance in clause 3.1.9, at Reciprocity’s then-current professional services rates.
      10. Reciprocity acknowledges that it does not receive any Customer Personal Data as consideration for any products or services that Reciprocity provides to Customer. Reciprocity must not sell any Customer Personal Data as the term “selling” is defined in the California Consumer Privacy Act of 2018 (“CCPA”) or similar or equivalent applicable privacy laws and agrees to refrain from any transfers of Customer Personal Data to or from a sub-processor that qualifies as “selling” under the CCPA or similar or equivalent privacy laws. Except as strictly necessary to provide the Services to Customer: (i) Reciprocity must not collect, share or use any Customer Personal Data; and (ii) shall not have, derive or exercise any rights or benefits from Customer Personal Data.
  4. DATA TRANSFERS
    1. Reciprocity makes available the transfer mechanisms which shall apply in the order of precedence set out below to the extent any Processing of Personal Data under this DPA takes place in any country outside the EEA (except if in an Adequate Country):
      1. Privacy Shield Principles self-certification by Reciprocity listed at https://www.privacyshield.gov/participant?id=a2zt00000004uEIAAY
      2. Model Clauses set forth at Exhibit A to this DPA apply to the Services, and Reciprocity will comply with the obligations of the ‘data importer’ and the Customer will comply with the obligations of the ‘data exporter’
    2. In the event that the Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single mechanism in accordance with the priority identified above
    3. The Customer acknowledges and accepts that the provision of the Services under the Agreement may require the processing of Personal Data by sub-processors in countries outside the EEA.
    4. If, in the performance of this DPA, Reciprocity transfers any Personal Data to a subprocessor (which shall include without limitation any Affiliates of Reciprocity) and without prejudice to clause 4 where such sub-processor will process Personal Data outside the EEA except if in an Adequate Country, Reciprocity shall in advance of any such transfer ensure that a legal mechanism to achieve adequacy in respect of that processing is in place such as:
      1. the requirement for the sub-processor to be certified under the EU-U.S. Privacy Shield Framework;
      2. the requirement for Reciprocity to execute or procure that the sub-processor execute on behalf of the Customer Model Clauses; or
      3. the existence of any other specifically approved safeguard for data transfers (as recognized under the Data Protection Laws) and/or a European Commission finding of adequacy.
    5. For any transfers of Personal Data under this DPA from the EEA, Customer acknowledges and agrees that Reciprocity may transfer Customer’s Personal Data outside of the EEA for processing. Reciprocity shall ensure the adequate protection for such Personal Data transfers in accordance with the GDPR.
  5. DATA SECURITY
    1. Reciprocity will protect Personal Data with appropriate administrative, technical, and physical measures (“Information Security Measures”) that are designed to: (i) ensure the security, confidentiality, integrity, and availability of Personal Data; (ii) protect against anticipated threats or hazards to the security, confidentiality, integrity, and availability of Personal Data; and (iii) protect against unauthorized access to or use of Personal Data that could result in the destruction, use, modification, or disclosure of Personal Data, or substantial harm or inconvenience to Customer or any individual. Upon Customer’s written request, Reciprocity may, at its discretion, provide Customer with third party attestations, certifications, and reports relating to Company’s Information Security Measures, including Service Organization Controls (SOC) reports.
  6. AUDIT
    1. Reciprocity shall, in accordance with Data Protection Laws, make available to the Customer such information in Reciprocity’s possession or control as the Customer may reasonably request with a view to demonstrating Reciprocity’s compliance with the obligations of processors under Data Protection Law in relation to its processing of Personal Data.
    2. The Customer may exercise its right of audit under Data Protection Laws, through Reciprocity providing:
      1. an audit report not older than 18 months by a registered and independent external auditor demonstrating that Reciprocity’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard (such as SSAE 18 SOC 2 Type II); and
      2. additional information in Reciprocity’s possession or control to an EU supervisory authority when it requests or requires additional information in relation to the data processing activities carried out by Reciprocity under this DPA.
  7. DATA SUBJECT RIGHTS
    1. Reciprocity shall, to the extent legally permitted, promptly (i) notify Customer of any request from a Data Subject to access, correct, restrict, or delete Personal Data and (ii) provide commercially reasonable assistance to Customer in responding to any such request.
  8. SUBPROCESSORS
    1. Customer acknowledges and agrees that Reciprocity may engage Subprocessors in connection with the provision of the Services. Reciprocity will maintain a current list of Subprocessors at https://reciprocitylabs.com/subprocessors.
    2. Reciprocity will enter into a written agreement with each Subprocessor containing data protection obligations that provide at least the same level of protection as those in this DPA. Customer shall inform Customer prior to the appointment of any new Subprocessor, either by electronic mail, by publication to a Reciprocity website, or via the Services, to allow Customer an opportunity to object to such appointment. If Customer provides written notice reasonably objecting to the appointment of a Subprocessor within ten (10) business days of being informed by Reciprocity of such appointment, Reciprocity will use commercially reasonable efforts to provide an alternative Subprocessor. If Reciprocity is unable to provide a commercially reasonable alternative to avoid the Processing of Personal Data by the objected-to Subprocessor within thirty (30) days, Customer may, as its sole and exclusive remedy, terminate the Services to which this DPA applies.
  9. RETURN AND DELETION
    1. Following the termination of the Agreement, Reciprocity will, upon Customer’s written request, promptly return or delete all copies of Personal Data, except as otherwise required by applicable law or Reciprocity’s routine backup procedures.
  10. TERM
    This DPA shall remain in effect until the termination of the Agreement.
  11. GENERAL
    1. This DPA is without prejudice to the rights and obligations of the parties under any Agreement which shall continue to have full force and effect and shall apply solely to the extent that there is an existing Agreement between the parties. In the event of any conflict between the terms of this DPA and the terms of any Agreement, the terms of this DPA shall prevail so far as the subject matter concerns the processing of Personal Data.
    2. This DPA does not confer any third-party beneficiary rights, it is intended for the benefit of the parties hereto and their respective permitted successors and assigns only, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
    3. Without prejudice to clause 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Model Clauses, this DPA shall be governed by and construed in accordance with the laws of the country of territory stipulated for this purpose in the Agreement and each of the parties agrees to submit to the choice of jurisdiction as stipulated in the Agreement in respect of any claim or matter arising under this DPA.
    4. This DPA is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. Other than in respect of statements made fraudulently, no other representations or terms shall apply or form part of this DPA. No modification of, amendment to, or waiver of any rights under the DPA will be effective unless in writing and signed by an authorized signatory of each party. This DPA may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Each person executing this agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this DPA. Each party represents and warrants to the other that the execution and delivery of this DPA, and the performance of such party’s obligations hereunder, have been duly authorized and that this DPA is a valid and legally binding agreement on each such party, enforceable in accordance with its terms.

 


Exhibit A

2010 EU Model clauses extracted from 2010/87/EU Annex EU Standard Contractual Clauses for the transfer of personal data to data processors established in third countries which do not ensure an adequate level of data protection

——————————————–

INTRODUCTION

Both parties have agreed on the following Contractual Clauses (the “Clauses“) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of personal data.

AGREED TERMS

  1. Definitions

For the purposes of the Clauses:

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

(b) “data exporter” means the entity who transfers the personal data;

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

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

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

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

  1. Details of the transfer

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

  1. Third-party beneficiary clause
    1. The data subject can enforce against the data exporter this Clause, Clause 4.1(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
    2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
    3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub- processor shall be limited to its own processing operations under the Clauses.
    4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
  1. Obligations of the data exporter
    1. The data exporter agrees and warrants:

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

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

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

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

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

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

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

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

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

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

  1. Obligations of the data importer
    1. The data importer agrees and warrants:

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

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

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

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

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

(ii) any accidental or unauthorised access; and

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

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

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

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

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

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

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

  1. Liability
    1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
    2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
    3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  1. Mediation and jurisdiction
    1.  The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

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

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

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

  1. Co-operation with supervisory authorities
    1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
    2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
    3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
  1. Governing law

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

  1. Variation of the contract

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

  1. Sub-processing
    1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
    2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
    3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
    4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5.1(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
  1. Obligation after the termination of personal data-processing services
    1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
    2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1. This agreement has been entered into by the parties as of the Effective Date by their duly authorized representatives.

 


Appendix 1

to the Model Clauses

This Appendix forms part of the Clauses.

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

Data exporter

The data exporter is the legal entity that has executed the Model Clauses as a data exporter and has contracted with data importer for services through one or more agreements with the data importer.

Data importer

The data importer is the legal entity identified as “Reciprocity” in the DPA, ZenGRC is a SaaS Governance, Risk, and Compliance platform.

Data subjects

The personal data transferred concern the following categories of data:

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

    • Employees, contractors, agents, affiliates

Categories of data

The personal data transferred concern the following categories of data:

Data exporter may submit Personal Data to the Services, the extent of which is determined and

controlled by the data exporter in its sole discretion, and which may include, but is not limited to

the following categories of Personal Data:

    • First name, last name, phone number, job title, address, email address, geographic location, username, password;
    • Personal data found in Governance, Risk, and Compliance information;
    • IP addresses

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: None

Processing operations

The personal data transferred will be subject to the following basic processing activities:

The objective of Processing of Personal Data by data importer is the performance of the Services pursuant to an Agreement.

 


Appendix 2

to the Model Clauses

This Appendix forms part of the Clauses.

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

Data importer’s security measures can be requested by contacting privacy@reciprocitylabs.com