MSSP Data Protection Agreement

This Data Protection Agreement (“DPA”) reflects the Parties’ agreement with respect to the Processing of Personal Information by Partner (as identified in the Agreement) and Binary Defense Systems, Inc. (“Binary Defense”) as Sub-processor in connection with the Services under the MSSP Agreement entered into between the Parties (collectively with this Schedule, the “Agreement”). Binary Defense and Partner are also sometimes referred to as “Party” or collectively as, the “Parties.” To the extent there is a conflict or inconsistency between the terms of this DPA and the Agreement, this DPA shall control.

This DPA sets forth the terms and conditions relating to each Party’s compliance with data privacy laws applicable to the Services provided under the Agreement, which includes any and all applicable international, national, federal, provincial, state, and local laws and regulations, including as they may be enacted, amended or replaced from time to time, that relate to or govern Personal Information, the terms of this DPA or the Agreement, or the provision, performance or ownership of the Services, and including without limitation the following data protection laws and frameworks (only to the extent applicable): (i) the European General Data Protection Regulation the (“GDPR”); (ii) the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) and (iii) the data protection or privacy laws and regulations of any other jurisdiction (collectively, the “Data Protection Laws”).

1. Definitions. If a term defined herein is already defined in the Agreement, the definition herein shall replace the definition in the Agreement. Capitalized terms used and not defined in this DPA shall have the meaning ascribed to such term in the Agreement or the applicable Data Protection Laws referenced above if not defined herein or in the Agreement.
   1. “UK Addendum” means the International Data Transfer Addendum issued by the United Kingdom Information Commissioners Office and laid before Parliament in accordance with s119A(1) of the Data Protection Act 2018 on 2 February 2022
   2. “Instructions” means the Agreement, this DPA and any further written agreement between the Parties regarding the Processing of Personal Information.
   3. “Personal Information” means any information that identifies or locates a natural person (a “Data Subject”) or that, in combination with other data, can be used to identify or locate a natural person, including without limitation IP addresses, device identifiers, and other information collected by or stored in cookies and other tracking technologies, and, without limiting the foregoing, shall have the meaning as ascribed to it, or to a similar term (including, without limitation, “personal data”) under applicable Data Protection Laws.
   4. “Personal Information Breach” means any actual or reasonably suspected breach, unauthorized or unlawful access to, or disclosure of any Personal Information, or of any breach, unauthorized or unlawful access to any databases containing any Personal Information, or of any other compromise to the security, confidentiality, availability, or integrity of any Personal Information that is Processed pursuant to the Agreement.
   5. "Process”, “Processing”, or “Processed” means any operation that is performed on Personal Information, whether done by automated means, or as it or a similarly equivalent term is otherwise defined under applicable Data Protection Laws.
   6. “Standard Contractual Clauses” means the standard contractual clauses set out in the European Commission's Decision 2021/914/EC of 4 June 2021, or any new or replacement Standard Contractual Clauses adopted by the European Commission for the transfer of Personal Information established in third countries.
   7. “Services” shall have the same meaning as ascribed to it in the applicable Agreement.
   8. “Sub-processor” means a subcontractor engaged by Partner in its role of Processor who agrees to receive Personal Information exclusively intended for the Processing activities carried out on behalf of Partner or otherwise pursuant to the Services in accordance with the Agreement, including, without limitation, this DPA.
   9. “sale”, “sell”, “selling”, “share” and “sharing” shall have the meaning as ascribed to it or to a similar term under applicable Data Protection Laws.
   10. “cross-contextual behavioral advertising” and “targeted advertising” shall have the meaning ascribed to them under applicable Data Protection Laws.
   11. “Business”, “Controller”, “Processor”, “Contractor” and “Service Provider” shall have the meaning as ascribed to it or to a similar term under applicable Data Protection Laws.
2. Processing Purpose and Instructions; General Obligations. With respect to Partner’s use and provision of the Services pursuant to the Agreement and this DPA:
   1. The Parties hereby agree that Partner is the Processor with respect to any Personal Information received from its customers or their end users (each, a “Customer”). Partner will treat Personal Information as confidential and will only Process the Personal Information as reasonably necessary to provide the Services pursuant to the Agreement (the “Business Purpose(s)”) and for no other purpose (including, without limitation, not for Partner’s own commercial purpose). Notwithstanding the foregoing, if further Processing is required by the applicable Data Protection Laws to which Partner, Partner will to the extent permitted by such Data Protection Laws inform Binary Defense of that legal requirement before the relevant Processing of the Personal Information.
   2. Partner will inform its personnel engaged in the Processing of Personal Information of the confidential nature of the Personal Information and that they are subject to obligations or duties of confidentiality no less protective than those set forth in this DPA and the Agreement.
   3. Partner will not retain, disclose, or otherwise Process Personal Information (i) other than pursuant to the Business Purpose(s); or (ii) outside of the direct relationship between Partner and Binary Defense. Partner shall not sell or share the Personal Information, or otherwise use the Personal Information for cross-contextual behavioral advertising or targeted advertising. Further, Partner shall not combine the Personal Information received, collected, or Processed pursuant to the Agreement with personal information received from other sources without the prior written consent of Binary Defense. Partner is compliant with, and will comply in all material respects with, the Data Protection Laws. If Partner determines that it can no longer materially comply with the Data Protection Laws or this DPA, it shall promptly provide notice to Binary Defense.
   4. Partner permits Binary Defense to take reasonable steps to (i) ensure that Partner uses Personal Information in a manner consistent with Data Protection Laws and this DPA; and (ii) stop and remediate any unauthorized use of the Personal Information.
   5. Notwithstanding anything to the contrary in the Agreement, Partner shall notify Binary Defense promptly in writing of any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Information. The notice shall include, without limitation, details regarding the request, the Personal Information requested, the requesting authority, the legal basis for the request, and any responses provided. To the extent permitted by applicable laws, Partner shall disclose only the information required to be disclosed when responding to an order to disclose the Personal Information. Binary Defense may, if it so chooses, seek a protective order. Partner shall reasonably cooperate with Binary Defense in its efforts to seek a protective order.
   6. Partner shall not anonymize or de-identify any Personal Information except as set forth in the Agreement or this DPA. To the extent Partner is authorized to de-identify or anonymize Personal Information, or where Partner receives de-identified or anonymized information or data from Binary Defense or the applicable Customer (collectively, “De-Identified Data”), Partner shall ensure that: (i) the De-Identified Data does not identify, and cannot be reasonably linked to any individual or Customer; (2) it takes reasonable and appropriate (no less than industry standard) measures to ensure the De-Identified Data is and remains de-identified and anonymized (including, without limitation, taking all such measures necessary to ensure the De-Identified Data meets all requirements, if any, under Data Protection Laws necessary for the data to be considered de-identified and anonymized); and (3) it will not re-identify the De-Identified Data. To the extent Partner provides any De-Identified Data to a third party, Partner shall contractually obligate such third parties to comply with the foregoing and Data Protection Laws.
3. Information Security and Personal Information Breach.
   1. Partner has implemented and shall maintain reasonable and appropriate technical and organizational measures in accordance with industry standards to ensure the security and integrity of Personal Information and to protect Personal Information from Personal Information Breaches. Partner has in place, and materially complies with, a comprehensive written information security program that complies with applicable laws and regulations, is reviewed and tested on an annual basis or upon a material change in Partner’s business practices and identifies a person within Partner’s senior management who has responsibility for privacy and data security matters (the “Security Program”).
   2. Partner shall maintain security procedures that are consistent with International Standards Organization (ISO) 27001 and 27002, and any successor standards or updated versions thereof, Statements on Standards for Attestation Engagements 16 (“SSAE16”) Reports, and Service Organization Control Reports (“SOC”) Type 2. Upon Binary Defense’s reasonable request, Partner will provide to Binary Defense (subject to the Agreement confidentiality requirements) copies of records maintained by Partner that relate to Partner’s compliance with this DPA.
   3. Additionally Partner’s Security Program shall include up-to-date network security measures, including (A) firewall protection, including firewalls that restrict access to Partner’s local area network and production servers, (B) operating system and software upgrades, security updates, and patches, which will be tested and implemented promptly, unless Binary Defense otherwise agrees to delay implementation, (C) commercially reasonable, reputable, and up-to-date virus protection, and (D) perimeter security controls reasonably designed to maintain the security and integrity of all Personal Information, including two factor authentication for remote login access (including VPN and other forms of access).
   4. Partner shall manage secure authentication and user access management, restrict access to authorized users based on least privilege and/or defined roles and permissions; restrict access to all physical and digital copies of Personal Information solely to Partner personnel (permitted under the Agreement) who have a need-to-know and who are obligated by a written confidentiality agreement.
   5. Partner represents and warrants that: (i) it has not created and will not create, back doors or similar programming that would allow unauthorized use or access to the Personal Information; (ii) applicable law does not require Partner to create or maintain back doors or to facilitate access to Personal Information other than as contemplated in this DPA; (iii) Partner will use strong encryption to protect the Personal Information. Without limiting the foregoing, Partner shall encrypt all Personal Information at rest and in transit utilizing industry standard encryption algorithms (no less than AES 256); and (iv) it will not store or maintain Personal Information on portable media.
   6. Partner shall maintain and update at least annually, a Personal Information Breach response plan and procedure conforming to industry best practices and applicable laws and regulations. In the event of a Personal Information Breach, Partner will, without undue delay (and in any event, within 24 hours of discovering or reasonably suspecting a Personal Information Breach), notify Binary Defense of such Personal Information Breach. Partner will provide Binary Defense with reasonably requested information about such Personal Information Breach and will provide Binary Defense with reasonably requested assistance in responding to a Personal Information Breach. Partner will promptly investigate and take the steps it deems necessary to respond to the Personal Information Breach in accordance with its data incident response policy and procedures. Notwithstanding anything to the contrary, any press releases, communications, filings, notices, or reports related to any Personal Information Breach, must (unless prohibited by applicable law) be approved in advance and in writing by Binary Defense.
   7. Partner will be responsible for all Remediation Expenses (defined below) associated with a Personal Information Breach involving Personal Information Processed by Partner or Partner’s Sub-processors, except to the extent the Personal Information Breach is caused solely by Binary Defense. “Remediation Expenses” will include: (i) the costs of any notice in relation to a Personal Information Breach, whether to affected Data Subjects, or to governmental or regulatory authorities or other third parties, and, the establishment of one or more toll-free telephone numbers and call center agents in the event such notices are delivered, (ii) the costs of any protective measures offered to affected individuals, including, without limitation, up to twelve (12) months of identity theft protection and credit monitoring, or, if required by applicable law or requested by a governmental authority, card association, or similar authority, up to twenty-four (24) months of such protection and monitoring, (iii) the reasonable and necessary costs of any investigation of the Personal Information Breach and of remedying any vulnerabilities or deficiencies in Partner’s or Partner’s Sub-processor’s respective systems that are discovered as a result of such investigation; and if applicable, (iv) the costs of any fines, assessments, or penalties imposed by any governmental authority, card association, or similar authority. Additionally, all Remediation Expenses are hereby deemed to be direct damages.
   8. Partner’s failure to implement and maintain the Security Program and measures set forth in this DPA, shall be deemed a material breach of the Agreement and, notwithstanding anything to the contrary in the Agreement, Binary Defense can terminate the Agreement immediately upon written notice to Partner.
4. Data Subject Rights; Government Requests.
   
   1. Partner shall promptly notify Binary Defense (and in no event within less than 48 hours after receipt of the request) if it receives a request from a Data Subject under any applicable Data Protection Laws with respect to the Personal Information (“Data Subject Request”) and Partner will attempt to redirect the Data Subject Request to Binary Defense as applicable. Partner shall reasonably cooperate and provide reasonable assistance to Binary Defense as reasonably requested by Binary Defense in responding to such Data Subject Request(s). Partner will not respond to a Data Subject Request except to redirect such Data Subject Request to Binary Defense. In the event that Partner is not required to comply with a request pursuant to Data Protection Laws, Partner shall promptly notify Binary Defense in writing of its intention not to comply with the request and the specific reason for such non-compliance.
   2. Upon Binary Defense’s reasonable request, Partner will provide reasonable assistance to Binary Defense with regard to any Personal Information data protection impact assessment and prior consultations with supervising government authorities or other applicable government data privacy authorities.
5. Duration of Processing; Deletion and Returns.
   1. Upon termination of the Services or Binary Defense’s written request, Partner shall, within a maximum of thirty (30) days and at Binary Defense’s option: (i) return to Binary Defnese or the Customer (as applicable) all Personal Information and all copies thereof by secure file transfer in a standard format (as determined by Binary Defense or the Customer as applicable), or (ii) destroy and/or securely delete all other copies of Personal Information. Upon Binary Defense’s subsequent written request, Partner shall provide in each case written certification to Binary Defense that it has complied fully with the foregoing.
   2. Notwithstanding the foregoing, to the extent applicable law requires Partner to keep and maintain Personal Information or the Personal Information is a part of Partner’s regular back-up files and systems, Partner is permitted to retain such Personal Information, provided it only does so for the foregoing purposes and otherwise in compliance with this DPA. All retained Personal Information will be kept in accordance with the terms of this DPA, which will remain in effect until such Personal Information is securely deleted or returned.
      
6. Sub-processors.
   1. With respect to any Sub-processor, Partner will: (i) carry out adequate due diligence to ensure that each Sub-processor is capable of meeting the requirements set forth in this DPA; and (ii) enter into a written agreement with each Sub-processor imposing obligations no less protective of Personal Information than those imposed on Partner under this DPA and applicable Data Protection Laws with respect to Personal Information.
7. Data Protection Assessments and Audit.
   1. Upon Binary Defense’s reasonable request, Partner will provide Binary Defense with the information and records necessary to show Partner’s compliance with this DPA and applicable Data Protection Laws. Partner will, upon reasonable prior written request from Binary Defense, allow a qualified independent thirty-party auditor reasonably acceptable to Partner to audit Partner’s policies, records, and information that related to Partner’s Processing of the Personal Information to examine Partner’s compliance with this DPA and Data Protection Laws. Any audit conducted pursuant to this Section shall be: (i) during normal business hours; and (iii) and shall not unreasonably disrupt Partner’s normal business operations. All information and records provided under this Section 7 of the DPA shall be subject to the Agreement confidentiality requirements. If an audit report or any audit reveals any material non-compliance with this Addendum or Data Protection Laws, Partner shall promptly cure such non-compliance at Partner’s cost.
8. Transfers of Personal Information
   1. To the extent Partner’s Processing of Personal Information includes transfers of Personal Information out of the European Economic Area (“EEA”), the Parties, with effect from the commencement of the relevant transfer, hereby enter into the Standard Contractual Clauses (mutatis mutandis, as the case may be) in respect of any transfer (or onward transfer), unless an alternative transfer mechanism permitted by applicable Data Protection Law exists, in which case, the Parties can mutually agree to such alternative mechanism in writing. If applicable, the Standard Contractual Clauses are entered into as set forth in Appendix 2.
   2. To the Partner’s Processing of Personal Information includes transfers of Personal Information out of the United Kingdom (“UK”), the Parties, with effect from the commencement of the relevant transfer, hereby enter into the Standard Contractual Clauses (mutatis mutandis, as the case may be) and the UK Addendum in respect of any transfer (or onward transfer), unless an alternative transfer mechanism permitted by applicable Data Protection Law exists, in which case, the Parties can mutually agree to such alternative mechanism in writing. If applicable, the Standard Contractual Clauses are entered into as set forth in Appendix 2 and the UK Addendum is entered into as set forth in Appendix 3.
9. 
   
   1. Partner represents and warrants that (1) it has no reason to believe that there are currently in force any local laws that would have adverse effect on its obligations or undertaking as provided for under this DPA; (2) it has the legal capacity and authority to enter into this DPA; and (3) will promptly notify Binary Defense if it is unable to, or reasonably suspects it is unable to, comply with this DPA.
   2. The Parties agree that this DPA shall terminate automatically upon the termination of the Agreement. Notwithstanding the foregoing, any obligations imposed on a Party set forth in this DPA in relation to the Processing of Personal Information shall survive any termination or expiration of the Agreement and this DPA.
   3. Partner’s obligations under this DPA shall not be subject to any limitation on liability, including, without limitation, any limitation on the types or amounts of Partner’s liability to Binary Defense set forth in any other agreement, including, without limitation, the Agreement. Partner will indemnify, defend and hold harmless Binary Defense and its affiliates, employees, directors and agents from and against all third party claims and the resulting losses, fines, penalties, expenses, damages, and liabilities (including, without limitation, reasonable attorney’s fees) arising from (i) Partner’s breach of this DPA; or (ii) any Personal Information Breach caused by Partner or its Sub-processors’ acts or omissions.
   4. During the Term of the Agreement, Partner shall maintain, and shall provide Binary Defense upon request certificates evidencing, commercial general liability insurance with coverage limits sufficient to insure against losses arising from its obligations under this Agreement including, without limitation, Cyber Liability coverage with at least a $10,000,000 annual, aggregate coverage limit. Partner shall name Binary Defense as an additional insured on such insurance coverage and shall waive (and shall obtain from its insurer a waiver of) any rights to subrogation under such policy. The obligations set forth in this Section 9 shall not operate to diminish or reduce Partner’s liability under the Agreement or DPA. This Section 9 shall survive the termination or expiration of this Agreement.
   5. Binary Defense may propose, by written notice to Partner, any changes to this DPA that Binary Defense reasonably considers necessary to address the requirements of any applicable Data Protection Laws. If Partner does not agree to such changes, then Binary Defense may terminate this DPA or the Agreement by written notice to Partner.

Appendix 1

Details of Processing

1. Nature and Purpose of Processing: Partner will Process Personal Information as necessary to provide the Services pursuant to the Agreement.
2. Duration of Processing: Partner will Process Personal Information for the duration of the Agreement, unless otherwise agreed in writing.
3. Categories of Data Subjects: Customer employees, subcontractors, and third party partners and agents in the course of receiving and using the Services, the extent of which is determined and controlled by Customer in its sole discretion.
4. Categories of Personal Information:. Customer may submit the following categories of Customer Personal Information in connection with the Services: (i) Contact Information (including, for example, first and last name, phone number, email address); and (ii) other Customer Personal Information submitted by, sent to, or received by Customer, or Customer’s end users, in connection with Services (including, for example, IP addresses, domain names, emails, log files and log data).
5. Special categories of data (if appropriate): The parties do not anticipate the transfer of special categories of data.
6. Processing operations: Customer Personal Information may be subject to the following Processing activities: (i) Storage and other Processing necessary to provide, maintain and improve the Services provided to Customer; and (ii) Disclosure in accordance with the Agreement and as compelled by applicable laws.

Appendix 2

Standard Contractual Clauses

1. Standard Contractual Clause Appendix: The Appendix to the Standard Contractual Clauses shall be deemed completed pursuant to the below table.

Applicable Module(s):	MODULE THREE: Transfer processor to processor
Clause 7 – Docking Clause:	MODULE THREE: No
For Modules Two and Three Clause 9 – Use of sub-processors	MODULE THREE: Option 1: Specific written authorisation, 30 days. Binary Defense and any additional Sub-processors approved in advance in writing by Binary Defense.
Clause 11 – Redress, independent dispute resolution body Option:	MODULE THREE: No
For Modules One, Two and Three Clause 13 – Supervision	MODULE THREE: 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 Section 2(B) of this Appendix 2 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 Section 2(B) of this Appendix 2 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 Section 2(B) of this Appendix 2 shall act as competent supervisory authority.
Clauses 14 and 15	Not applicable
Clause 17 – Governing Law	MODULE THREE: Option 1: Ireland
Clause 18 – Choice of forum and jurisdiction	MODULE THREE: Irish Data Protection Commission

2. Annex I to the Standard Contractual Clauses: By signing the Parties agree to also be bound by the UK Addendum to the EU Commission Standard Contractual Clauses attached hereto. Annex I to the Standard Contractual Clauses shall be deemed completed pursuant to the below table.

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:	Customer
	Address:	As identified in the written agreement between Partner and Customer
	Contact person’s name, position and contact details:	As identified in the written agreement between Partner and Customer
	Activities relevant to the data transferred under these Clauses:	As set forth in Appendix 1.
	Signature and date:	By transferring Personal Information from the EEA or the UK (as applicable) to the Data Importer, the Data Exporter will be deemed to have signed the Standard Contractual Clauses as set forth in this Appendix 2.
	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:	Partner
	Address:	As identified in the written agreement between Partner and Customer
	Contact person’s name, position and contact details:	As provided in the written agreement between Partner and Customer
	Activities relevant to the data transferred under these Clauses:	As set forth in Appendix 1.
	Signature and date:	By receiving Personal Information from the EEA or the UK (as applicable) from the Data Exporter, the Data Importer will be deemed to have signed the Standard Contractual Clauses as set forth in this Appendix 2.
	Role (controller/processor):	Processor

A. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
Categories of personal data transferred	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
Sensitive data transferred (if applicable)	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
(For sensitive data only: 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.)	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
Nature of the processing	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
Purpose(s) of the data transfer and further processing	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	As set forth in Appendix 1 of the Addendum to which these clauses are attached.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	As necessary to provide the Services.

B. COMPETENT SUPERVISORY AUTHORITY

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

Irish Data Protection Commission

3. Annex II to the Standard Contractual Clauses: Annex II to the Standard Contractual Clauses shall be deemed completed pursuant to the below.

• Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
• As set forth in the DPA to which these Clauses are attached and as otherwise set forth in the Agreement.
• For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to Partner and, for transfers from a processor to a sub-processor, to the data exporter
• As set forth in the DPA to which these Clauses are attached and as otherwise set forth in the Agreement.

4. Annex III to the Standard Contractual Clauses: Annex III to the Standard Contractual Clauses shall be deemed completed pursuant to the below table.

Binary Defense and any additional Sub-processors approved in advance in writing by Binary Defense.

Appendix 3

UK Addendum

This Appendix 3 shall apply to any transfer of Personal Information from a Data Exporter located in the United Kingdom, to a Data Importer located in a third country that is not deemed to offer adequately similar protection as provided under United Kingdom law.

TABLE 1: Parties

Start Date	The effective date of the Addendum to which this Appendix 3 is attached.
The Parties	Data Exporter	Data Importer
Parties’ Details	See Section 2 of Appendix 2 above	See Section 2 of Appendix 2 above
Key Contact	See Section 2 of Appendix 2 above	See Section 2 of Appendix 2 above
Signature	By transferring Personal Information from the UK (as applicable) to the Data Importer, the Data Exporter will be deemed to have signed this Appendix 3.	By Processing Personal Information from the UK received from the Data Exporter, the Data Importer will be deemed to have signed this Appendix 3.

TABLE 2: Selected SCCs, Modules, and Selected Clauses

UK Addendum to EU SCCs	☒ The version of the approved EU SCCs which this UK Addendum is appended to, detailed below, including the Appendix Information: Date: Reference (if any): Other identifier (if any):
	Module in Operation	Clause 7 (Docking Clause)	Clause 11 (Option)	Clause 9a (Prior Authorisation or General Authorisation)	Clause 9a (Time Period)
Module	N/A	N/A	N/A	N/A	N/A
1	N/A	N/A	N/A	N/A	N/A
2	N/A	N/A	N/A	N/A	N/A

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 UK Addendum is set out in:

See Appendix 2 to the Addendum.

TABLE 4: Ending this UK Addendum when the Approved Addendum Changes

Neither Party shall have the right to terminate this Appendix 3 in the event this Approved UK Addendum changes.

MANDATORY CLAUSES

Entering into this UK Addendum

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

2. 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 UK 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 UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3. Where this UK 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:

UK Addendum	This International Data Transfer Addendum which is made up of this UK Addendum incorporating the UK Addendum EU SCCs.
UK Addendum EU SCCs	The version(s) of the Approved EU SCCs which this UK 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 UK 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.
UK GDPR	As defined in section 3 of the Data Protection Act 2018

4. This UK 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.

5. If the provisions included in the UK 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 UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.

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

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

8. 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, reenacted and/or replaced after this UK Addendum has been entered into.

Hierarchy

9. 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.

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

11. Where this UK Addendum incorporates UK 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 UK Addendum impacts those UK Addendum EU SCCs

Incorporation of and Changes to the EU SCCs

12. This UK Addendum incorporates the UK Addendum EU SCCs which are amended to the extent necessary so that: a. 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; b. Sections 9 to 11 override Clause 5 (Hierarchy) of the UK Addendum EU SCCs; and c. this UK Addendum (including the UK 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.

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

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

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

a. References to the “Clauses” means this UK Addendum, incorporating the UK Addendum EU SCCs;

b. 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”;

c. 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.”;

d. 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”;

e. 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;”

f. 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;

g. References to Regulation (EU) 2018/1725 are removed;

h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j. Clause 13(a) and Part C of Annex I are not used;

k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l. 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;”;

m. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;

n. 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

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

Amendments to this UK Addendum

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

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

18. From time to time, the ICO may issue a revised Approved Addendum which: a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or b. 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 UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the UK 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: a its direct costs of performing its obligations under the UK Addendum; and/or b its risk under the UK 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 UK 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.

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