This Data Processing Addendum (“DPA”) is entered into by and between, Collibra NV and its wholly owned subsidiary contracting under the Agreement, either Collibra Inc. or Collibra UK Limited, on the one hand (collectively “Collibra”), and the professional services vendor of Collibra, as identified in the Agreement (“Vendor”), and amends and forms part of the agreement between Collibra and Vendor for Vendor’s provision of professional services to Collibra customers on behalf of Collibra (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, provided that any material notifications shall take effect only after thirty (30) days’ written notification to Vendor.

  1. Scope and Purpose of DPA

    1. This DPA applies to processing of personal data provided by Collibra to Vendor for the purposes of (a) providing the professional services to Collibra customers on behalf of Collibra, pursuant to the Agreement (the “Services”), and (b) maintaining, processing or otherwise managing such data for the benefit of and on the behalf of Collibra and under the exclusive direction and control of Collibra, in each case in Vendor’s capacity as a service provider of Customer (“Covered Data”).
    2. Vendor shall 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 Vendor’s processing of Covered Data hereunder to the extent such privacy laws, rules or regulations have jurisdiction over such Covered Data or Vendor’s processing thereof.
    3. Capitalized terms used but not defined herein have the meaning given to them in the Agreement.
  2. Personnel

    1. Vendor must implement appropriate technical and organizational measures to ensure that natural persons acting under the authority of Vendor (“Personnel”) do not process Covered Data except on the instructions of Collibra.
    2. Vendor must ensure that all Personnel authorized to process Covered Data are subject to a contractual or statutory obligation of confidentiality.
    3. Vendor must regularly train Personnel regarding the protection of Covered Data.
    4. Before assigning any individual to perform services or other obligations under the Agreement, Vendor shall conduct (and shall cause its approved subcontractors to conduct) a background check that satisfies a) industry standard general background check requirements, including (i) the previous three (3) years of employment, (ii) an address history trace for the last seven (7) years, (iii) professional credentials verification and (iv) credit history, and b) industry standard criminal background check requirements, including (i) local, regional, national or other territorial criminal history, including violent and economic criminal history, based upon the addresses revealed by the address history trace, (ii) sexual offender or similar sexual misconduct registries, (iii) global terror reports and (iv) an OFAC check.
  3. Security and Personal Data Breaches

    1. Vendor must implement technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of Covered Data, including, as appropriate:
      1. encryption and pseudonymization of Covered Data;
      2. measures to ensure the ongoing confidentiality, integrity, availability, and resilience of the processing;
      3. measures to detect breaches of Covered Data in a timely manner;
      4. measures to restore the availability and access to Covered Data in a timely manner in the event of an incident;
      5. processes for regularly testing, assessing and evaluating the effectiveness of the security measures; and
      6. without limiting the foregoing, the measures listed in Appendix 1 to this DPA.
    2. Vendor must inform Collibra promptly and no later than forty-eight (48) hours after becoming aware of a breach involving Covered Data. Vendor must, either in the initial notice or in subsequent notices as soon as the information becomes available, inform Collibra of the nature of the Covered Data breach, the categories and number of individual persons affected, the categories and amount of Covered Data, the likely consequences of the Covered Data breach, and the measures taken or proposed to be taken to address the breach and mitigate possible adverse effects. If Vendor’s notice or subsequent notices are delayed, they must be accompanied by reasons for the delay.
    3. Vendor must document all Covered Data breaches, including at least the information referred to in Section 3.2, and provide a copy to Collibra upon request.
  4. Audit

    1. Vendor must make available to Collibra all information necessary to demonstrate compliance with the obligations of applicable privacy laws and this DPA and allow for and contribute to audits, including inspections, conducted by an applicable, authorized governmental regulatory authority, Collibra or another auditor mandated by Collibra.
    2. Collibra and Vendor each bear their own costs related to an audit. If an audit determines that the Vendor violated any applicable privacy law or this DPA, then Vendor shall bear all costs related to the audit.
  5. Liability

    1. Vendor is fully liable to Collibra for any applicable data privacy laws or this DPA by Vendor or Vendor’s Processors.
    2. Where Collibra has paid damages or fines, Collibra is entitled to claim back from Vendor that part of the compensation, damages or fines, corresponding to Vendor’s part of responsibility for the damages or fines.
    3. Vendor must indemnify Collibra, its affiliates, directors, officers and personnel against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable external legal costs, administrative fines and other penalties) suffered or incurred by any of them, whether in contract, tort (including negligence) or otherwise arising out of or in connection with any infringement by Vendor or Vendor’s subcontractors of this DPA or its obligations under applicable data privacy laws.
  6. Confidentiality

    1. Vendor must keep all Covered Data and all information relating to the processing thereof, in strict confidence.
    2. Vendor authorizes Collibra to disclose the name(s) of Vendor and Vendor’s subcontractors processing Covered Data, including by publishing a list on Collibra’s website.
  7. Notifications

    1. Vendor must make all notifications required under this DPA at least to Collibra’s Legal Department via email to legal@collibra.com.
    2. Vendor must make all notifications relating to the security of processing to the contact identified in Section 7.1 and to Collibra’s Chief Information Security Officer via email to security@collibra.com.
  8. Term and duration of Processing

    1. Vendor’s processing of Covered Data will last no longer than the term of the Agreement.
    2. Upon termination of the processing of Covered Data, Vendor must, at Collibra’s choice, delete or return all Covered Data and must delete all remaining copies within ninety (90) days after confirmation of Collibra’s choice.
    3. This DPA is terminated upon Vendor’s deletion of all remaining copies of Covered Data in accordance with Section 8.2.
  9. Modification of this DPA

    1. This DPA may only be modified by a written amendment signed by both Collibra and Vendor.
  10. 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

European Data Protection Law

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

  1. Definitions

    1. In this DPA:
      1. Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in European Data Protection Law;
      2. European Data Protection Law” means Directive 95/46/EC, Regulation (EU) 2016/679, Directive 2002/58/EC (as amended by Directive 2009/136/EC), and all other data protection laws of Europe, and any legal instrument for International Data Transfers, each as applicable, and as may be amended or replaced from time to time;
      3. Data Subject Rights” means all rights granted to Data Subjects by European Data Protection Law, including the right to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making;
      4. Europe” or “European” means the European Union, the European Economic Area, Switzerland, and the United Kingdom, including their respective member states and constituent states;
      5. International Data Transfer” means any transfer of Personal Data from Europe to an international organization or to a country outside of Europe, and includes any onward transfer of Personal Data from the international organization or the country outside of Europe to another international organization or to another country outside of Europe;
      6. Sensitive Data” means any type of Personal Data that is designated as a sensitive or special category of Personal Data, or otherwise subject to additional restrictions under European Data Protection Law or other laws to which Collibra is subject;
      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).
      8. Subprocessor” means a Processor engaged by Vendor to carry out Processing on behalf of Collibra.
  2. Roles and scope

    1. Collibra is a Controller and appoints Vendor as a Processor on behalf of Collibra.
    2. This Schedule 1 applies to all Processing of Personal Data by Vendor as a Processor in the context of the Agreement. This Schedule 1 shall not apply to Personal Data Processing by Vendor as a Controller.
    3. The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Attachment 2 to this Schedule 1, which is an integral part of this Schedule 1.
  3. Instructions

    1. Vendor must only Process Personal Data in compliance with the European Data Protection Law, including, but not limited, to the following:
      1. Vendor must only Process Personal Data on documented instructions of Collibra, and is prohibited from Processing Personal Data for any other purpose; and
      2. Collibra’s instructions are documented in Attachment 2 to this Schedule 1, the Agreement, and any applicable statement of work.
    2. Collibra may issue additional instructions to Vendor as it deems necessary to comply with European Data Protection Law.
  4. Subprocessing

    1. Vendor must obtain Collibra’s specific prior written authorization to engage Subprocessors. Collibra hereby authorizes Vendor to engage the Subprocessors listed in Attachment 1 to this Schedule 1.
    2. Vendor must inform Collibra at least thirty (30) days prior to any intended change of Subprocessor.
    3. Vendor must obtain sufficient guarantees from all Subprocessors that they will implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of European Data Protection Law and this DPA.
    4. Vendor must enter into a written agreement with all Subprocessors which imposes the same obligations on the Subprocessors as this DPA imposes on Vendor.
    5. Vendor must provide a copy of Vendor’s agreements with Subprocessors to Collibra upon request. Vendor may redact commercially sensitive information before providing such agreements to Collibra.
    6. If any Subprocessor fails to fulfill its obligations under European Data Protection Law, this DPA, or the agreements between Vendor and Subprocessor, Vendor will be fully liable to Collibra for the performance of such obligations.
  5. International Data Transfers

    1. Vendor must obtain Collibra’s specific prior written authorization to perform International Data Transfers. Collibra hereby authorizes Vendor to perform International Data Transfers on the basis of a valid adequacy decision of the EU Commission or appropriate safeguards in accordance with European Data Protection Law.
    2. Vendor and Collibra NV, on behalf of itself and its EEA Affiliates referenced here, hereby conclude the Standard Contractual Clauses attached as Attachment 3 to this Schedule 1.
    3. Vendor must inform Collibra at least thirty (30) days prior to any intended change of International Data Transfers, including the country, and the legal basis of the International Data Transfer pursuant to Section 5.1.
    4. All authorizations of International Data Transfers in Section 5 are expressly conditioned upon Vendor’s ongoing compliance with the requirements of European Data Protection Law applicable to International Data Transfers, and any applicable legal instrument for International Data Transfers. If such compliance is affected by circumstances outside of Vendor’s control, including circumstances affecting the validity of an applicable legal instrument, Collibra and Vendor will work together in good faith to reasonably resolve such non-compliance.
  6. Assistance

    1. Vendor must assist Collibra, including by implementing appropriate technical and organizational measures, with the fulfillment of Collibra’s own obligations under European Data Protection Law, including:
      1. complying with Data Subjects’ requests to exercise Data Subject Rights;
      2. replying to inquiries or complaints from Data Subjects;
      3. replying to investigations and inquiries from Supervisory Authorities;
      4. conducting data protection impact assessments, and prior consultations with Supervisory Authorities; and
      5. notifying Personal Data Breaches.
    2. Unless prohibited by European law, Vendor must inform Collibra without undue delay if Vendor:
      1. receives a request, complaint or other inquiry regarding the Processing of Personal Data from a Data Subject or Supervisory Authority;
      2. receives a binding or non-binding request to disclose Personal Data from law enforcement, courts or any government body;
      3. is subject to a legal obligation that requires Vendor to Process Personal Data in contravention of Collibra’s instructions; or
      4. is otherwise unable to comply with European Data Protection Law or this DPA.
    3. Unless prohibited by European law, Vendor must obtain Collibra’s written authorization before responding to, or complying with any requests, orders, or legal obligations referred to in Section 6.2.
  7. Accountability

    1. Vendor warrants that it possesses the expert knowledge, reliability and resources, and has implemented appropriate technical and organizational measures to meet the requirements of European Data Protection Law, including for the security of Processing.
    2. Vendor must maintain records of all Processing of Personal Data, including at a minimum the categories of information required under European Data Protection Law, and must provide a copy of such records to Collibra upon request.
    3. Vendor must inform Collibra without undue delay if Vendor believes that an instruction of Collibra violates European Data Protection Law, in which case Vendor may suspend the Processing until Collibra has modified or confirmed the lawfulness of the instructions in writing.

Attachment 1 to Schedule 1

Subprocessors

Collibra requires Vendor to receive Collibra’s express written consent for Subprocessors.

Attachment 2 to Schedule 1

Description of the Processing

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

    # Category Description
    1 Collibra customer end users End users visible in the platform and with whom Vendor interacts
  2. Categories of Personal Data
    The Personal Data Processed concern the following categories of data (please specify):

    # Category Description
    1 Names Visible in the platform and for purposes of providing services
    2 Contact information Visible in the platform and for purposes of providing services
    3 Behavioral data Platform usage
  3. Sensitive Data
    The Personal Data Processed concern the following special categories of data (please specify):

    # Category Description
    N/A N/A
  4. Processing operations
    The Personal Data will be subject to the following basic Processing activities (please specify):

    # Operation Description
    Provision of the Services Provision of the professional services as provided in the Agreement

Attachment 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: Collibra NV, on behalf of itself and its EEA Affiliates referenced here

Address: As specified here

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

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

Name of the data importing organisation: Vendor, as specified in the Agreement

Address: Vendor’s address as specified in the Agreement

Tel.: As specified in the Agreement; fax.: As specified in the Agreement; email: As specified in the Agreement

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‘ and ‘supervisory authority‘ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
  2. the data exporter‘ means the controller who transfers the personal data;
  3. 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;
  4. 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;
  5. 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;
  6. 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:
    1. 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,
    2. any accidental or unauthorised access, and
    3. 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:
    1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
    2. to refer the dispute to the courts in the Member State in which the data exporter is established.
  2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

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

Clause 9

Governing Law

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

Clause 10

Variation of the contract

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

Clause 11

Subprocessing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to 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 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 and must be completed and signed by the parties

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

Data exporter
The data exporter is:
Collibra NV, Picardstraat 11 B 205, 1000 Brussels, Belgium, on behalf of itself and its EEA Affiliates referenced here

Data importer
The data importer is Vendor at the address specified in the Agreement.

Data subjects
The personal data transferred concern the following categories of data subjects:
The data subjects concerned as identified in Attachment 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 Attachment 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 Attachment 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 Attachment 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): as provided in Appendix 1 to the DPA.

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 by Vendor to provide Services to Collibra pursuant to the Agreement or to perform a Business Purpose.
    2. Collibra is a Business and appoints Vendor as a Service Provider to process information on behalf of Collibra. This Schedule 2 applies solely with respect to Vendor’s processing of Personal Information as a Service Provider of Collibra. This Addendum shall not apply to Personal Information collected by Vendor as a Business.
  3. Restrictions on Processing.

    1. Vendor is prohibited from retaining, using, or disclosing the Personal Information provided by Collibra or which is collected on behalf of Collibra for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Collibra, as set out in this Addendum, or as otherwise permitted by the CCPA.
    2. Vendor shall not further collect, sell, or use the Personal Information except as necessary to perform the Business Purpose.
  4. Use.

    Vendor warrants that it will not use the Personal Information it receives from or collects on behalf of Collibra in violation of the restrictions set forth in the CCPA.

  5. Notice.

    Collibra represents and warrants that it has provided notice that information is being used or shared consistent with Cal. Civ. Code 1798.140(t)(2)(C)(i).

  6. Consumer Rights.

    1. Vendor shall provide reasonable assistance to Collibra in facilitating compliance with Consumer rights requests.
    2. Upon direction by Collibra, and in any event no later than 30 days after receipt of a request from Collibra, Vendor shall promptly delete Personal Information. Vendor shall not be required to delete any Personal Information to comply with a Consumer’s request directed by Collibra if it is necessary to maintain such information in accordance with Cal. Civ. Code 1798.105(d), in which case Vendor shall promptly inform Collibra of the exceptions relied upon under 1798.105(d) and Vendor shall not use the Personal Information retained for any other purpose than provided for by that exception.
  7. Deidentified Information.

    In the event that either Party shares Deidentified Information with the other Party, the receiving Party warrants that it: (i) has implemented technical safeguards that prohibit reidentification of the Consumer to whom the information may pertain; (ii) has implemented business processes that specifically prohibit reidentification of the information; (iii) has implemented business processes to prevent inadvertent release of Deidentified Information; and (iv) will make no attempt to reidentify the information.

  8. 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.

  9. As required by law.

    Notwithstanding any provision to the contrary of the Agreement or this Addendum, Vendor 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.

  10. Sale of Information

    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.

  11. Consumer Directed Disclosure

    Collibra may share Personal Information with Vendor at a Consumer’s direction or intentional interaction with Services provided by Vendor. In the event Collibra shares Personal Information with Vendor in such a manner, Vendor agrees not to sell the Personal Information, unless that disclosure would be consistent with the provisions of the CCPA.

Appendix 1 to the Data Processing Addendum

Vendor Security Measures

Vendor will, at a minimum, implement the following types of security measures (as applicable):

  1. Physical access control

    Technical and organizational measures to prevent unauthorized persons from gaining access to the data processing systems available in premises and facilities (including databases, application servers and related hardware), where Covered Data are Processed, include:

    • Establishing security areas, restriction of access paths;
    • Establishing access authorizations for employees and third parties;
    • Access control system (ID reader, magnetic card, chip card);
    • Key management, card-keys procedures;
    • Door locking (electric door openers etc.);
    • Security staff, janitors;
    • Surveillance facilities, video/CCTV monitor, alarm system; and
    • Securing decentralized data processing equipment and personal computers.
  2. Virtual access control

    Technical and organizational measures to prevent data processing systems from being used by unauthorized persons include:

    • User identification and authentication procedures;
    • ID/password security procedures (special characters, minimum length, change of password);
    • Automatic blocking (e.g. password or timeout);
    • Monitoring of break-in-attempts and automatic turn-off of the user ID upon several erroneous passwords attempts;
    • Creation of one master record per user, user-master data procedures per data processing environment; and
    • Encryption of archived data media.
  3. Data access control

    Technical and organizational measures to ensure that persons entitled to use a data processing system gain access only to such Covered Data in accordance with their access rights, and that Covered Data cannot be read, copied, modified or deleted without authorization, include:

    • Internal policies and procedures based on known industry standards like ISO27kx, SOC2 or others;
    • Control authorization schemes;
    • Differentiated access rights (profiles, roles, transactions and objects);
    • Monitoring and logging of accesses;
    • Disciplinary action against employees who access Covered Data without authorization;
    • Reports of access;
    • Access procedure;
    • Change procedure;
    • Deletion procedure; and
    • Encryption.
  4. Disclosure control

    Technical and organizational measures to ensure that Covered Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media (manual or electronic), and that it can be verified to which companies or other legal entities Covered Data are disclosed, include:

    • Encryption/tunneling;
    • Logging; and
    • Transport security.
  5. Entry control

    Technical and organizational measures to monitor whether Covered Data have been entered, changed or removed (deleted), and by whom, from data processing systems, include:

    • Logging and reporting systems; and
    • Audit trails and documentation.
  6. Control of instructions

    Technical and organizational measures to ensure that Covered Data are Processed solely in accordance with the instructions of the Controller include:

    • Unambiguous wording of the contract;
    • Formal commissioning (request form); and
    • Criteria for selecting the Processor.
  7. Availability control

    Technical and organizational measures to ensure that Covered Data are protected against accidental destruction or loss (physical/logical) include:

    • Backup procedures;
    • Mirroring of hard disks (e.g. RAID technology);
    • Uninterruptible power supply (UPS);
    • Remote storage;
    • Anti-virus/firewall systems; and
    • Disaster recovery plan.
  8. Separation control

    Technical and organizational measures to ensure that Covered Data collected for different purposes can be Processed separately include:

    • Separation of databases;
    • “Internal client” concept / limitation of use;
    • Segregation of functions (production/testing); and
    • Procedures for storage, amendment, deletion, transmission of data for different purposes.
  9. Governance, risk and verification

    A governance, compliance and risk management program, verified by an independent, reputable third-party auditor, which program includes, at a minimum:

    • A risk-based program for all security decisions;
    • Policies and procedures that cover the entire process for the realization of the services provided to Collibra under the Agreement;
    • An internal and/or external audit program to verify the implementation and effectiveness of the company controls at a regular cadence; and
    • A vulnerability management program for all technical assets used in the realization of the services provided to Collibra under the Agreement.