This Data Processing Addendum (“DPA”) is entered into by and between Collibra NV (“Collibra”) and its wholly owned subsidiary, either Collibra Inc. or Collibra UK Limited (as applicable, “Vendor”), on the one hand, and you, a customer of Vendor for Collibra products and/or services (“Customer”), on the other hand, and amends and forms part of the commercial agreement between Customer and Vendor for Collibra products and/or services (the “Agreement”). This DPA is made effective as of the date of the Agreement and prevails over any conflicting term of the Agreement (except with respect to the Agreement’s liability and indemnification provisions), but does not otherwise modify the Agreement. Collibra may modify this DPA from time to time upon written notice to Customer via (a) an email notification or (b) a message through the Collibra product platform, provided that the terms of this DPA shall be no less protective of Customer’s rights and data as those contained herein as of the date of the Agreement.

  1. Scope and Purpose of DPA

    1. This DPA applies to processing of personal data provided by Customer to Collibra for the purposes of (a) providing the services under the Agreement (the “Services”), and (b) maintaining, processing or otherwise managing such data solely for the benefit of and on behalf of Customer and under the exclusive direction and control of Customer, in each case solely in Collibra’s capacity as a service provider of Customer (collectively, the “Covered Data”). All personal data provided by Customer to Collibra in connection with the Services and/or its business relationship with Collibra that is not Covered Data is collected, processed, used and/or shared by Collibra in compliance with its Privacy Policy.
    2. Collibra strives to process Covered Data in compliance with applicable laws, rules and regulations. The Schedules to this DPA address compliance with specific jurisdictional privacy laws, rules and regulations, and only govern Collibra’s processing of Covered Data hereunder to the extent such privacy laws, rules or regulations have jurisdiction over such Covered Data or Collibra’s processing thereof.
    3. Capitalized terms used but not defined herein have the meaning given to them in the Agreement.
  2. Confidentiality, Security and Personal Data Breaches

    1. Collibra will ensure that all personnel authorized to process Covered Data are subject to an obligation of confidentiality.
    2. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Collibra will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the measures listed in the Collibra Security Policy.
    3. Customer acknowledges that the security measures in the Collibra Security Policy are appropriate in relation to the risks associated with Customer’s intended processing, and will notify Collibra prior to any intended processing for which Collibra’s security measures may not be appropriate.
    4. Collibra will notify Customer without undue delay after becoming aware of a data breach involving Covered Data. If Collibra’s notification is delayed, it will be accompanied by reasons for the delay.
  3. Audit

    1. Collibra must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by an applicable, authorized governmental regulatory authority, or reasonably requested by Customer and performed by an independent auditor as agreed upon by Customer and Collibra.
    2. Collibra will inform Customer if Collibra believes that Customer’s instruction under Section 3.1 infringes or violates applicable law. Collibra may suspend the audit or inspection, or withhold requested information until Collibra has modified or confirmed the lawfulness of the instructions in writing.
    3. Collibra and Customer each bear their own costs related to an audit.
  4. Notifications

    Customer will send all notifications, requests and instructions under this DPA to Collibra’s Chief Privacy Officer via email to privacy@collibra.com.

  5. No Liability

    In no event shall Collibra be liable for any damages, fines, or costs arising from or related to the acts or omissions of Customer in relation to the subject matter of this DPA, including to the extent that the Agreement requires Collibra to collect, use, retain, disclose, or reidentify any Covered Data as directed by Customer.

  6. Termination and return or deletion

    1. This DPA is terminated upon the termination of the Agreement.
    2. Customer may request return of Covered Data up to thirty (30) days after termination of the Agreement. Unless required or permitted by applicable law, Collibra will securely delete all remaining copies of Covered Data in accordance with Collibra’s standard data retention practices.
  7. Invalidity and severability

    1. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

Schedule 1

EU Data Protection Law

This Schedule 1 to the DPA applies solely to the processing of Covered Data under EU Data Protection Law, as defined herein.

  1. Definitions
    In this Schedule 1:

    1. Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in the GDPR.
    2. Customer Personal Data” means any Personal Data of Customer, the Processing of which is subject to EU Data Protection Law, for which Customer or Customer’s customers are the Controller, and which is Processed by Collibra to provide the Services.
    3. EU Data Protection Law” means Data Protection Directive 95/46/EC, General Data Protection Regulation (EU) 2016/679 (“GDPR”), and e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their national implementations in the European Economic Area (“EEA”), Switzerland and the United Kingdom, each as applicable, and as may be amended or replaced from time to time.
    4. Data Subject Rights” means Data Subjects’ rights to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making in accordance with EU Data Protection Law.
    5. International Data Transfer” means any transfer of Customer Personal Data from the EEA, Switzerland or the United Kingdom to an international organization or to a country outside of the EEA, Switzerland and the United Kingdom.
    6. Subprocessor” means a Processor engaged by Collibra to Process Customer Personal Data.
    7. Standard Contractual Clauses” means the clauses annexed to EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (OJ L 39, 12.2.2010, p. 5-18).
  2. Scope and applicability
    1. This Schedule 1 applies solely with respect to Collibra’s Processing of Personal Data as a Processor. This Schedule 1 shall not apply to Personal Data Processing by Collibra as a Controller.
    2. The subject matter, nature and purpose of the Processing, the types of Customer Personal Data and categories of Data Subjects are set out in Appendix 2 to this Schedule 1.
    3. Customer is a Controller and appoints Collibra as a Processor on behalf of Customer. Customer is responsible for compliance with the requirements of EU Data Protection Law applicable to Controllers.
    4. If Customer is a Processor on behalf of other Controller(s), then Customer: is the single point of contact for Collibra; must obtain all necessary authorizations from such other Controller(s); undertakes to issue all instructions and exercise all rights on behalf of such other Controller(s); and is responsible for compliance with the requirements of EU Data Protection Law applicable to Processors.
    5. Customer acknowledges that Collibra may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, product development, and compliance with law. Collibra is the Controller for such Processing and will Process such data in accordance with EU Data Protection Law.
  3. Instructions
    1. Collibra will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions.
    2. The Controller’s instructions are documented in this DPA, the Agreement, and any applicable statement of work.
    3. Customer may reasonably issue additional instructions as necessary to comply with EU Data Protection Law. Collibra may charge a reasonable fee to comply with any additional instructions.
    4. Unless prohibited by applicable law, Collibra will inform Customer if Collibra is subject to a legal obligation that requires Collibra to Process Customer Personal Data in contravention of Customer’s documented instructions.
  4. Subprocessing
    1. Customer hereby authorizes Collibra to engage the Subprocessors as referenced on Appendix 1 to this Schedule 1.
    2. Collibra will enter into a written agreement with Subprocessors which imposes the same obligations as required by EU Data Protection Law.
    3. Customer agrees that Customer’s authorization to engage the Subprocessors and Collibra’s obligations under Section 4.2 satisfy the requirements of the Standard Contractual Clauses between Customer and Collibra under Clauses 5(h) and 11.1.
  5. Assistance
    1. Taking into account the nature of the Processing, and the information available to Collibra, Collibra will assist Customer, including, as appropriate, by implementing technical and organizational measures, with the fulfillment of Customer’s own obligations under EU Data Protection Law to: comply with requests to exercise Data Subject Rights; conduct data protection impact assessments, and prior consultations with Supervisory Authorities; and notify a Personal Data Breach.
    2. Collibra will maintain records of Processing of Customer Personal Data in accordance with EU Data Protection Law.
    3. Collibra may charge a reasonable fee for assistance under this Section 5. If Collibra is at fault, Collibra and Customer shall each bear their own costs related to assistance.
  6. International Data Transfers
    1. Customer hereby authorizes Collibra to perform International Data Transfers to any country deemed adequate by the EU Commission; on the basis of appropriate safeguards in accordance with EU Data Protection Law; or pursuant to the Standard Contractual Clauses referred to in Section 6.2.
    2. Customer and Collibra Inc., on behalf of itself and its affiliates outside of the EEA referenced here, shall conclude the Standard Contractual Clauses, attached hereto as Appendix 3 to this Schedule 1.
    3. If Collibra’s compliance with EU Data Protection Law applicable to International Data Transfers is affected by circumstances outside of Collibra’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Customer and Collibra will work together in good faith to reasonably resolve such non-compliance.
  7. Information Security Incidents
    1. Customer agrees that the provisions of Section 2 of this DPA shall satisfy the requirements of the Standard Contractual Clauses between Customer and Collibra under Clause 5(d)(2).
  8. Audit
    1. Customer agrees that the provisions of Section 3 of this DPA shall satisfy the parties’ rights and obligations of the Standard Contractual Clauses between Customer and Collibra under Clauses 5(f) and 12.2.

Appendix 1 to Schedule 1

Subprocessors

Collibra Subprocessors are listed here, as may be updated from time to time by Collibra. When any Subprocessor is added, Collibra will notify Customer of the engagement, which notice may be given by updating the Subprocessor page here and via (a) an email notification to the email address which Customer provides to Collibra here or (b) a message through the Collibra product platform. Collibra will give such notice at least thirty (30) calendar days before any new Subprocessor Processes any Customer Personal Data, except that if Collibra reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity or availability of the Customer Personal Data or avoid material disruption to the Services, Collibra will give such notice as soon as reasonably practicable. If, within fifteen (15) calendar days after such notice, Customer notifies Collibra in writing that Customer objects to Collibra’s appointment of a new Subprocessor based on reasonable data protection concerns, Collibra will discuss such concerns in good faith with Customer to see whether they can be resolved. If the parties are not able to mutually agree to a resolution of such concerns, Customer, as its sole and exclusive remedy, may terminate the Agreement.

Appendix 2 to Schedule 1

Description of the Processing

    1. Data Subjects

The Customer Personal Data Processed concern the following categories of Data Subjects (please specify):

# Category
1 Users of the Services
2 Data Subjects whose data Customer processes and chooses to sample within the Services
    1. Categories of Customer Personal Data

The Customer Personal Data Processed concern the following categories of data (please specify):

# Category
1 Contact information and roles or titles of Users of the Services
2 Any data sampled by Customer within the Services
Any additional data submitted by Customer to the Services
      1. Sensitive data

    The Customer Personal Data Processed concern the following special categories of data (please specify):

    # Category
    1 The Services are not intended to Process special categories of data.
      1. Processing operations

    The Customer Personal Data will be subject to the following basic Processing activities (please specify):

    # Operation
    1 Allowing User access, differentiating User access and control rights, identifying data stewards and other roles and responsibilities within the product, User notifications related to product usage, and similar processing activities necessary to allow Users full access to and use of the Services
    2 Sampling to train the Services to auto-classify Customer Data as requested by Customer
    Additional provision of Services as described in the Agreement

    Appendix 3 to Schedule 1

    Standard Contractual Clauses (Processors)

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

    Name of the data exporting organisation: Customer as specified in the Agreement

    Address: Customer address as specified in the Agreement.

    Tel.: as specified in the Agreement.; fax: as specified in the Agreement.; e-mail: as specified in the Agreement.

    The data exporting organisation identified in the table above (the “data exporter”)
    -And-

    Name of the data importing organisation: Collibra Inc., on behalf of itself and its Affiliates outside of the EEA referenced here

    Address: As specified here

    Tel.: N/A; fax: N/A; e-mail: privacy@collibra.com

    The data importing organisation identified in the table above (the “data importer”)
    each a “party”; together “the parties”,

    HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
    Background
    The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.

    Clause 1

    Definitions

    For the purposes of the Clauses:

    1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’
    2. ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
    3. ‘the data exporter’ means the controller who transfers the personal data;
    4. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
    5. ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
    6. ‘the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
    7. ‘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.

    Clause 2

    Details of the transfer

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

    Clause 3

    Third-party beneficiary clause

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

    Clause 4

    Obligations of the data exporter

    The data exporter agrees and warrants:

    1. 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;
    2. 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;
    3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
    4. 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;
    5. that it will ensure compliance with the security measures;
    6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
    7. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
    8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
    9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
    10. that it will ensure compliance with Clause 4(a) to (i).

    Clause 5

    Obligations of the data importer

    The data importer agrees and warrants:

    1. 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;
    2. 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;
    3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
    4. 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;
    5. 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;
    6. 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;
    7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
    8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
    9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
    10. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

    Clause 6

    Liability

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

    Clause 7

    Mediation and jurisdiction

    1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
    2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

     

      Clause 8

      Cooperation with supervisory authorities

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

      Clause 9

      Governing Law

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

      Clause 10

      Variation of the contract

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

      Clause 11

      Subprocessing

      1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
      2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
      3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
      4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

      Clause 12

      Obligation after the termination of personal data processing services

      1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
      2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

       

      Appendix 1 to the Standard Contractual 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 Customer at address specified in Agreement.
      Data importer
      The data importer is:
      Collibra Inc., 61 Broadway, 31st Floor, New York, NY 10006, USA, on behalf of itself and its Affiliates outside of the EEA as referenced here.
      Data subjects
      The personal data transferred concern the following categories of data subjects:
      The data subjects concerned as identified in Appendix 2 to Schedule 1 of the DPA
      Categories of data
      The personal data transferred concern the following categories of data:
      The categories concerned as identified in Appendix 2 to Schedule 1 of the DPA
      Special categories of data (if appropriate)
      The personal data transferred concern the following special categories of data:
      The special categories of data as identified in Appendix 2 to Schedule 1 of the DPA.
      Processing operations
      The personal data transferred will be subject to the following basic processing activities:
      The processing operations as identified in Appendix 2 to Schedule 1 of the DPA.

      Appendix 2 to the Standard Contractual Clauses

      This Appendix forms part of the Clauses.
      Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c): https://www.collibra.com/security-policy

      Schedule 2

      CCPA

      This Schedule 2 to the DPA applies solely to the processing of Covered Data under CCPA, as defined herein.

      1. Definitions.
        In this Schedule 2:

        1. “CCPA” means the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time.
        2. The capitalized terms used in this
          Schedule 2 and not otherwise defined in this Addendum shall have the definitions set forth in the CCPA.
      2. Roles and Scope.
        1. This Schedule 2 applies to the collection, retention, use, disclosure, and sale of Personal Information provided by Customer or which is collected on behalf of Customer by Collibra to provide Services to Customer pursuant to the Agreement or to perform a Business Purpose.
        2. Customer is a Business and appoints Collibra as a Service Provider to process Personal Information on behalf of Customer. Customer is responsible for compliance with the requirements of the CCPA applicable to Businesses. This Schedule 2 applies solely with respect to Collibra’s processing of Personal Information as a Service Provider of Customer. This Schedule 2 shall not apply to Personal Information collected by Collibra as a Business.
      3. Restrictions on Processing.
        1. Collibra is prohibited from retaining, using, or disclosing the Personal Information provided by Customer or which is collected on behalf of Customer for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Customer, as set out in this DPA, or as otherwise permitted by the CCPA.
        2. Collibra shall not further collect, sell, or use the Personal Information except in connection with the performance of the Business Purpose.
      4. Notice.
        Customer represents and warrants that it has provided notice that Personal Information is being used or shared consistent with Cal. Civ. Code 1798.140(t)(2)(C)(i).
      5. Consumer Rights.
        1. Collibra shall provide reasonable assistance to Customer in facilitating compliance with Consumer rights requests.
        2. Upon direction by Customer, and in any event no later than thirty (30) days after receipt of a request from Customer, Collibra shall promptly delete Personal Information as directed by Customer. Collibra shall not be required to delete any Personal Information to comply with a Consumer’s request directed by Customer if it is necessary to maintain such information in accordance with Cal. Civ. Code 1798.105(d), in which case Collibra shall promptly inform Customer of the exceptions relied upon under 1798.105(d) and Collibra shall not use the Personal Information retained for any other purpose than provided for by that exception.
      6. Deidentified Information.In the event that either party shares Deidentified Information with the other party, the receiving party warrants that it: (a) has implemented technical safeguards that prohibit reidentification of the Consumer to whom the information may pertain; (b) has implemented business processes that specifically prohibit reidentification of the information; (c) has implemented business processes to prevent inadvertent release of Deidentified Information; and (d) will make no attempt to reidentify the information.
      7. Mergers, Sale, or Other Asset Transfer. In the event that either party transfers to a Third Party the Personal Information of a Consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the Third Party assumes control of all or part of such Party to the Agreement, that information shall be used or shared consistently with applicable law. If a Third Party materially alters how it uses or shares the Personal Information of a Consumer in a manner that is materially inconsistent with the promises made at the time of collection, it shall provide prior notice of the new or changed practice to the Consumer in accordance with applicable law.
      8. As Required by Law.
        Notwithstanding any provision to the contrary of the Agreement or this DPA, Collibra may cooperate with law enforcement agencies concerning conduct or activity that it reasonably and in good faith believes may violate federal, state, or local law.
      9. Sale of Information
        1. The parties acknowledge and agree that the exchange of Personal Information between the parties does not form part of any monetary or other valuable consideration exchanged between the parties with respect to the Agreement or this DPA.