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Skip to main content Data Processing Agreement (DPA) Quark Publishing Platform and Quark Docurated Data Processing Addendum This Data Processing Addendum (”) is entered into by and between [CUSTOMER_NAME] (“Customer”) and Quark Software, Inc. (“Quark”). This DPA is incorporated into and supplemental to the Quark Master Subscription Agreement entered into between the parties which governs the provision of the Quark services by Quark to the subscriber of Quark’s services (“Agreement”). Except as modified below, the terms of the Agreement shall remain in full force and effect. 1. DEFINITIONS 1.1. Definitions: Capitalized terms not defined herein shall have the meaning given in the Agreement. In this DPA, the following terms (and derivations of such terms) shall have the following meanings: 1.1.1. “Applicable Data Protection Law” means all privacy and data protection laws that apply to Quark’s processing of Data under the Agreement (including, where applicable, the California Consumer Privacy Act of 2018 including its associated regulations and as amended (the “CCPA”), and European Data Protection Law). 1.1.2. Controller” means the entity that determines the purposes and means of the processing of Personal Data; 1.1.3. “Data” means Personal Data provided by Customer (directly or indirectly) to Quark for processing under the Agreement as more particularly identified in Appendix A (Processing Particulars); 1.1.4. “European Data Protection Law” means all EU and U.K. regulations or other legislation applicable (in whole or in part) to the processing of Personal Data under the Agreement (such as Regulation (EU) 2016/679 (the “ GDPR “), the U.K. GDPR (defined below), and the Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance (“ Swiss Addendum ”); the national laws of each EEA member state and the U.K. implementing any EU directive applicable (in whole or in part) to the processing of Personal Data (such as Directive 2002/58/EC); and any other national laws of each EEA member state and the U.K. applicable (in whole or in part) to the Processing of Personal Data; in each case as amended or superseded from time to time. 1.1.5. “Model Clauses” means the standard contractual clauses attached to the European Commission’s Implementing Decision of 4 June 2021 under Article 28 (7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29 (7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council, on standard contractual clauses, selecting Module Two between controllers and processors in any case where Customer is a Controller, and Module Three between processors in any case where Customer is a Processor, and excluding optional clauses unless otherwise specified), and any replacement, amendment or restatement of the foregoing, as issued by the European Commission, on or after the effective date of this DPA. 1.1.6. “Personal Data” means any information relating to an identified or identifiable natural person (a “Data Subject”), the processing of which is governed by Applicable Data Protection Law; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Where the CCPA applies, ‘Personal Data’ includes “personal information” as defined by the CCPA. Personal Data does not include anonymous or de-identified information or aggregated information derived from Personal Data. 1.1.7. “processing” means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organizing, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.1.8. “Processor” means an entity that processes Personal Data on behalf of the Controller. Where applicable, Processor includes “service provider” as defined by the CCPA. 1.1.9. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Data. 1.1.10. “Sensitive Data” means any Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences. 1.1.11. “Sub-Processor” means an entity engaged by the Processor or any further sub-contractor to process Personal Data on behalf of and under the instructions of the Controller. 1.1.12. “U.K. GDPR” means the GDPR, as it forms part of the domestic law of the United Kingdom by virtue of Section 3 of the European Union (Withdrawal) Act 2018. 2. DATA PROTECTION 2.1. Relationship of the parties: As between the parties and for the purposes of this DPA, Customer appoints Quark as a Processor to process the Data on behalf of Customer. Where applicable, Quark is a “service provider” as defined in the CCPA. Customer shall comply with Applicable Data Protection law, including but not limited to providing notice to Data Subjects, and obtaining and periodically refreshing the consent of Data Subjects, where required, to Customer’s use of Quark’s Services and Customer’s own processing of Data. Customer represents and warrants it has and will continue to have the right to transfer Data to Quark for processing in accordance with the Agreement and this DPA. Quark shall comply with Applicable Data Protection Law and understands and shall comply with the prohibitions on Processors set forth in the CCPA with respect to such Data, including, without limitation and to the extent applicable in each case: (i) selling or sharing any Data (as the terms “sell” and “share” are each defined within the CCPA) where the sale or sharing of such Data is restricted by the CCPA, (ii) disclosing such Data to any party outside of the direct business relationship between Quark and Customer, or (iii) retaining, using or disclosing such Data for a commercial purpose other than performing the Services as set forth in the Agreement with Customer, or as otherwise expressly permitted under this DPA or the Agreement. 2.2. Purpose limitation: Each party acknowledges and agrees that all Data is disclosed by Customer hereunder only for those limited and specified purposes set forth in the Agreement and this DPA. Quark shall process the Data as a Processor only as necessary to perform the Services for Customer under the Agreement, and strictly in accordance with the documented instructions of Customer (including those in this DPA and the Agreement). In no event shall Quark process the Data for its own purposes or those of any third party. Quark may also anonymize or deidentify Data in accordance with Applicable Data Protection Law. Customer shall only give lawful instructions that comply with Applicable Data Protection Law and shall ensure that Quark’s processing of Data, when done in accordance with Customer’s instructions, will not cause Quark to violate Applicable Data Protection Law. Quark shall inform Customer if, in its opinion, an instruction infringes Applicable Data Protection Law. In any case where confirmation of a Controller’s instructions is required by Applicable Data Protection Law, the parties agree that the Agreement, together with this DPA, represents the complete and final documented instructions from the Controller of the Data to Quark as of the date of this DPA for the processing of Data. Nothing in this DPA shall be read to limit any obligations of Quark to assist Customer with Customer’s reasonable and appropriate efforts to ensure that Quark processes such Data in a manner consistent with each party’s obligations under the CCPA, including (i) the obligation to immediately notify Customer if Quark determines it can no longer meet its obligations under the CCPA with respect to such Data, and (ii) the obligation not to combine any such Data relating to a specific consumer with any other data about the same consumer in Quark’s possession and/or control, whether received from or on behalf of another person or persons or collected by Quark from its own interaction(s) with the consumer. 2.3. International transfers of Data: Quark is located in the United States and processes Data in the United States, for the activities including sales and marketing, operations, finance and customer technical support, amongst others. For Quark to perform Services for Customer pursuant to the Agreement, Customer consents to transfer (directly or indirectly) some Personal Data to Quark in the United States, as above. Quark SaaS products are offered in the geographical regions of EU, USA and Australia and the customer chooses the primary location for the environment at contract time. Customer Service Data is processed and resides within the geographical region that is chosen by the Data Controller (Customer). Within the SaaS and cloud hosting service environments, Quark will not transfer or process any Personal Information outside the region without the consent of the Data Controller (Customer). For Personal Data subject to European Data Protection Law, Quark agrees to abide by and process the Data in compliance with the Model Clauses, which are incorporated in full by reference and form an integral part of this DPA. For the purposes of the Model Clauses, the parties agree that: 2.3.1. Quark is the “data importer” and Customer is the “data exporter” (notwithstanding that Customer may itself be located outside the EEA/UK and/or a Processor acting on behalf of a third-party Controller); 2.3.2. Appendix A (Processing Particulars), Appendix B (Specific Security Measures), and Appendix C (Sub-processor List) of this DPA shall form Annex I, Annex II, and Annex III of the Model Clauses, respectively. 2.3.3. Option 2 under clause 9 of the Model Clauses will apply with respect to Sub-Processors. Annex III of the Model Clauses shall be subject to General Written Authorization, where “General Written Authorization” means that Quark has Customer’s general authorization (or the general authorization of the Controller of the Data) for the engagement of sub- processor(s) from the list set forth in Appendix C, which shall be amended from time to time in accordance with the terms of the Agreement, this DPA, and all Applicable Data Protection Law; 2.3.4. Audits described in clause 8.9 of the Model Clauses shall be carried out in accordance with the audit provisions detailed in Section 2.12 of this DPA. 2.3.5. The option under clause 11 of the Model Clauses shall not apply. 2.3.6. For purposes of clauses 17 and 18 of the Model Clauses, this DPA shall be governed by the laws of the Republic of Ireland. Any dispute arising from this DPA shall be resolved by the courts of the Republic of Ireland, and each party agrees to submit themselves to the jurisdiction of the same; and 2.3.7. It is not the intention of either party, nor the effect of this DPA, to contradict or restrict any of the provisions set forth in the Model Clauses. Accordingly, if and to the extent the Model Clauses conflict with any provision of this DPA, the Model Clauses shall prevail to the extent of such conflict with respect to Personal Data processed pursuant to the Model Clauses. Customer warrants it will not transfer any Sensitive Data to Quark. 2.4. Law enforcement requests. 2.4.1. If Quark becomes aware that any law enforcement, regulatory, judicial or governmental authority (an “Authority”) wishes to obtain access to or a copy of some or all Data, whether on a voluntary or a mandatory basis, then unless legally prohibited as part of a mandatory legal compulsion that requires disclosure of Data to such Authority, Quark shall: (a) promptly notify Customer of such Authority’s data access request. (b) inform the Authority that any and all requests or demands for access to Data should be notified to or served upon Customer in writing; and (c) not provide the Authority with access to Data unless and until authorized by Customer. 2.4.2. If Quark is under a legal prohibition that prevents it from complying with Section 2.4.1(a)-(c) in full, Quark shall use reasonable and lawful efforts to challenge such prohibition (and Customer acknowledges that such challenge may not always be reasonable or possible in light of the nature, scope, context and purposes of the intended Authority access request). If Quark makes a disclosure of Data to an Authority (whether with Customer’s authorization or due to a mandatory legal compulsion), Quark shall only disclose such Data to the extent Quark is legally required to do so. 2.4.3. Section 2.4.1 shall not apply in the event that, taking into account the nature, scope, context and purposes of the intended Authority’s access to the Data, Quark has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual. In such event, Quark shall notify Customer as soon as possible following such Authority’s access and provide Customer with full details of the same, unless and to the extent that Quark is legally prohibited from doing so; 2.4.4. Solely with respect to Data that is subject to the GDPR, and/or where Data whose disclosure is otherwise restricted by Applicable Data Protection Law, Quark shall not knowingly disclose Data to an Authority in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society. Quark shall have in place, maintain and comply with a policy governing Personal Data access requests from Authorities which at minimum prohibits: (a) massive, disproportionate or indiscriminate disclosure of Personal Data relating to Data Subjects in the EEA and the United Kingdom; and (b) disclosure of Personal Data relating to data subjects in the EEA, and the United Kingdom to an Authority without a subpoena, warrant, writ, decree, summons or other legally binding order that compels disclosure of such Personal Data. 2.5. Confidentiality of processing: Quark shall ensure that any person that it authorizes to process the Data (including Quark’s staff, agents and subcontractors) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty) and shall not permit any person to process the Data who is not under such a duty of confidentiality. 2.6. Security: Quark shall implement appropriate technical and organizational measures to protect the Data from (i) accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data. At a minimum, such measures shall include the security measures identified in Appendix B. With respect to evaluation of the appropriate level of security for the processing of the Data, each party represents and warrants that: 2.6.1 It has taken due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the Data; and 2.6.2 It has evaluated the use of encryption and/or pseudonymization for the Data and has determined that the level provided by Quark is appropriate for the Data. 2.6.3 To the extent that the CCPA applies to the processing of the Data, the party has determined that the technical and organizational measures provided by Quark is no less than the level of security required by the CCPA. 2.7. Subcontracting: Quark shall not subcontract any processing of the Data to a third-party Sub- Processor unless: (i) Quark provides to Customer an up-to-date list of its then-current Sub- Processors upon request; and (ii) Quark provides at least thirty (30) days’ prior notice of the addition or removal of any Sub-Processor (including the details of the processing it performs or will perform, and the location of such processing). If Customer objects to Quark’s appointment of a third-party Sub-Processor on reasonable grounds relating to the protection of the Data, then either Quark will not appoint the Sub-Processor, or Customer may elect to suspend or discontinue the affected Services by providing written notice to Quark. Customer shall notify Quark of its objection within ten (10) business days after its receipt of Quark’s notice, and Customer’s objection shall be sent to and explain the reasonable grounds for Customer’s objection. If a timely objection is not made, Quark will be deemed to have been authorized by Customer (or, if Customer is a Processor of the Data, by the Controller of the Data) to appoint the new Sub-Processor. Quark shall impose the data protection terms consistent with the obligations set forth herein on any Sub- Processor it appoints as those provided for by this DPA, provided however the Customer’s acknowledges that Quark’s cloud service providers may not offer the audit rights and access described in this DPA, and that Quark’s obligations with respect to such audit and access rights are limited to those that the cloud service providers make available to Quark. 2.8. Cooperation and individuals’ rights: Customer is responsible for responding to Data Subject requests using Customer’s own access to the relevant Data. Quark shall provide all reasonable and timely assistance to enable Customer to respond to: (i) any request from an individual to exercise any of its rights under Applicable Data Protection Law, and (ii) any other correspondence received from a regulator or public authority in connection with the processing of the Data. In the event that any such communication is made directly to Quark, Quark shall promptly (and in any event, no later than within forty-eight (48) hours of receiving such communication) inform Customer providing full details of the same and shall not respond to the communication unless specifically required by law or authorized by Customer. 2.9. Data Protection Impact Assessment: Taking into account the nature of the processing and the information available to Quark, Quark shall provide Customer with reasonable and timely assistance with any data protection impact assessments as required by Applicable Data Protection Law and, where necessary, consultations with data protection authorities. 2.10. Security Incidents: Upon becoming aware of a Security Incident, Quark shall inform Customer without undue delay and shall provide all such timely information and cooperation to enable Customer to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. Quark shall further take such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Customer informed of all material developments in connection with the Security Incident. Quark shall not notify any third parties of a Security Incident affecting the Data unless and to the extent that: (a) Customer has agreed to such notification, and/or (b) notification is required to be made by Quark under Applicable Data Protection Law. 2.11. Deletion or return of Data: Upon termination or expiry of the Agreement, Quark shall (at Customer’s election) delete or return all Data, including copies in Quark’s possession or control no later than within sixty (60) days of Customer’s election. This requirement shall not apply to the extent that Quark is required by applicable laws to retain some or all of the Data, in which event Quark shall isolate and protect the Data from any further processing except to the extent required by such law, shall only retain such Data for as long as it is required under applicable laws, and shall continue to ensure compliance with all Applicable Data Protection Law during such retention. 2.12. Audit: Quark uses an external auditor to verify the adequacy of its security measures and controls for its Services. The audit is conducted annually by an independent third-party in accordance with ISO 27001 standards and results in the generation of an audit report (“Audit Report”) which is Quark’s confidential information. Upon written request, Quark shall provide the Customer with a copy of the most recent Audit Report subject to confidentiality obligations of the Agreement or a non- disclosure agreement covering the Audit Report. 3. Miscellaneous 3.1. The obligations placed upon each party under this DPA shall survive so long as Quark and/or its Sub-Processors process Data on behalf of Customer. 3.2. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict. 3.3. It is not the intention of either party, nor shall it be the effect of this DPA, to contradict or restrict any provision of the Model Clauses and/or any Applicable Data Protection Law. To the extent that any provision of the Model Clauses conflicts with this DPA, the Model Clauses shall prevail to the extent of such conflict with respect to Personal Data which is subject to the Model Clauses. In no event shall this DPA restrict or limit the rights of any Data Subject or of any Authority. If there is a change in law requiring any change to this DPA to enable either party to continue to comply with Applicable Data Protection Law, the parties will negotiate in good faith to amend this DPA to the extent reasonably necessary to comply with Applicable Data Protection Law. 3.4. If any provision of this DPA is deemed invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended to ensure its validity and enforceability while preserving the parties’ intentions as closely as possible; or (ii) if that is not possible, then construed in a manner as if the invalid or unenforceable part had never been included herein. 3.5. The term of this DPA will terminate automatically without requiring any further action by either party upon the later of (i) the termination of the Agreement, or (ii) when all Personal Data is removed from Quark’s systems and records, and/or is otherwise rendered unavailable to Quark for further Processing. SIGNED by the parties or their duly authorized representatives: QUARK SOFTWARE INC. [CUSTOMER_NAME] Name Name Title Title Signature Signature Date Date APPENDIX A – PROCESSING PARTICULARS A. LIST OF PARTIES Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union] Name: Customer set forth in Agreement Address: As set forth in the Agreement, or as set forth below. Role: Controller or Processor Data importer(s): Name: Quark Software Inc. Address: 1600 East Beltline Ave., N.E., Suite 210, Grand Rapids, MI 49525 Role: Processor B. DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Customer may submit Personal Data, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: Employees, agents, advisors, freelancers of Customer (who are natural persons); and Customer’s users, partners, and customers and the users and employees of those entities Categories of personal data transferred Customer may submit Personal Data, the extent of which is determined and controlled by Customer (including Customer’s users, partners, and customers, in each case as applicable) in its sole discretion, and which may include, but is not limited to, the following types of Personal Data: Identification and contact data (name, address, phone number, email address); IT information (computer ID, user ID and password, domain name, IP address, log files, software usage pattern tracking information (i.e. cookies and information recorded for operation and training purposes)); and If the parties mutually agree on expanded use case, financial information (account details, payment information). Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. No sensitive data is transferred. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Data is transferred on a continuous basis during the term of the Quark Master Subscription Agreement and this DPA. Nature of the processing The nature of the processing of Customer Data is set out in the Quark Master Subscription Agreement and this DPA. Purpose(s) of the data transfer and further processing The purpose of the processing of Customer Data are set out in the Quark Master Subscription Agreement and this DPA. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period Personal Data shall be retained by Quark for no longer than necessary to effect the services set out in the Quark Master Subscription Agreement and this DPA, subject to exemptions as set forth in Section 2.11 of this DPA. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing Quark transfers the Personal Data listed above to certain Sub-Processors (listed in Appendix C) for the sole purpose of facilitating Quark’s provision of services under the Quark Master Subscription Agreement. Sub- Processors have been instructed to retain any Personal Data processed by Quark for no longer than necessary to render sub-processing services for Quark. APPENDIX B – SPECIFIC SECURITY MEASURES TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Security Controls Quark’s information technology systems, which include those owned by them or those owned and operated by a third party for the benefit and use by Quark (“System”) includes a variety of security controls. These controls include: Unique User identifiers (User IDs) to ensure that activities can be attributed to the responsible individual. The ability to accept logins to the System from only authorized IP address ranges. Controls to revoke access after several consecutive failed login attempts. Controls on the number of invalid login requests before locking out a User. Password controls, via SAML2 integration can be delegated and controlled by the customer IDP Quark has achieved ISO27001 certification and the Information Security Management System (ISMS) that runs the SaaS service is now subject to an annual independent audit. If customer has purchased Platinum Support package, Quark will support an annual customer audit by security questionnaire, providing evidence of controls where possible, for customer to assess if controls comply with any needed industry or country specific information security requirements. More frequent review, or findings meaning that additional controls may be required to be implemented, may require additional commercial discussions between the parties, to come to a mutually agreed upon action plan. Intrusion Detection Quark, or an authorized third party, will monitor the System for unauthorized intrusions using network- based intrusion detection mechanisms. User Authentication Access to the Service requires a valid User ID and password combination, which are encrypted via SSL while in transmission. An encrypted session ID cookie is used to uniquely identify each User. Security Logs Quark shall ensure that log information for all Quark cloud systems, including applications, services, servers and other equipment is logged to their respective system log facility or a centralized logging account, in order to protect the logs from tampering and ensure investigations can be performed as needed. Logging will be kept for a minimum of 90 days and if there is suspicion of inappropriate access, Quark has the ability to review log entry records to assist in forensic analysis. Incident Management Quark maintains security incident management policies and procedures, including detailed security incident escalation procedures. Quark will promptly notify Subscriber in the event Quark becomes aware of an actual or reasonably suspected unauthorized disclosure of Subscriber data. Training and Awareness of Employees All employees go through annual Information Security, Data Privacy and Compliance Training, delivered by a 3rd party training solution. Training is also completed during the onboarding process for new hires. Other role specific training is provided as needed. All employees have to review and attest annually to a Code of Conduct and an Acceptable Use Policy. Physical Security Quark’s production data centers are provided by AWS or MS Azure (Version 4.2 onwards) and have an access system that controls access to the data center. This system permits only authorized personnel to have access to secure areas. The facility is designed to withstand adverse weather and other reasonably predictable natural conditions, is secured by around-the-clock guards, biometric access screening and escort-controlled access, and is also supported by on-site back-up generators in the event of a power failure. Data Encryption Quark uses industry accepted encryption standards to protect Subscriber Data and communications during transmissions between the Subscriber’s network and the Service, including SSL certificates using TLS 1.2/1.3, 2048-bit RSA public keys and a strong set of cipher suites. Encryption at Rest (AWS – EBS Volumes, S3 and RDS, via AWS KMS or Azure – Managed Disks, Blob Storage and Database for PostgreSQL, via Azure Key Vault) (Version 4.2 onwards). System Changes and Enhancements Quark plans to enhance and maintain the System during the term of the Agreement. Security controls, procedures, policies and features may change or be added. Quark will provide security controls that deliver a level of security protection that is not materially lower than that provided as of the Effective Date and that meet the financial industry laws and regulations. Vendor Management Quark performs due diligence on its critical vendors at purchase, at renewal, including getting an NDA, a contract and DPA’s in place, to ensure vendors only process data in order to provide Quark the purchased services and have the technical and organizational measures needed, to fully protect the data, based on its classification. Vulnerability Management Quark’s SaaS systems undergo an annual Independent PEN Test of a standard deployment Base container and OS scanning is performed by Amazon Inspector or Azure Defender for Cloud (Version 4.2 onwards) AWS security Hub or Azure Defender for Cloud (Version 4.2 onwards) is used for tracking of compliance with CIS Security Controls Open-Source Vulnerability scanning, SAST and DAST scanning are performed as part of the System Development Lifecycle. Monitoring SaaS Infrastructure, assets and resources are monitored by AWS Config, CloudWatch and CloudTrail or Azure Application Change Analysis, Azure Monitor and Azure Activity Log (Version 4.2 onwards) Backups Backups encrypted and copied to second region APPENDIX C – LIST OF SUB-PROCESSORS The controller has authorized the use of the following sub-processors: Name Processing Territory(ies) Amazon Web Services, Inc. Microsoft Corporation Azure Services (“MS Azure”) (QPP NextGen – Version 4.2 onwards) Cloud service provider and associated infrastructure services (analytics, compute, database, security, networking, and storage) Cloud service provider and associated infrastructure services (analytics, compute, database, security, networking, and storage) Headquartered in United States (not the location of processing activities) Multi-tenant SaaS systems – QPP NextGen, Quark Docurated for Enterprise and Quark Docurated: Deployed in AWS or MS Azure data centers in the United States, EU and Australia (Data Controller choice as to which will be used for primary data location) Single-tenant SaaS systems – QPP NextGen and Quark Docurated for Enterprise: Deployed in any of the AWS or MS Azure data center locations, selected by the Data Controller Single-tenant cloud-hosting systems – QPP hosting: Deployed in any of the AWS data center locations, selected by the Data Controller Service Cloud (Salesforce) Technical product support ticketing United States Nalpeiron Quark Product Licensing United States Microsoft Corporation Azure OpenAI Service (Optional Add-on) Embedded AI service (Optional Add-on purchase) Deployed in any of the MS Azure data center locations, within the same geography as the main Quark application purchased. Data processed in same geographic location. APPENDIX D – COMPETENT SUPERVISORY AUTHORITY For the purposes of any Personal Data subject to the GDPR and/or the GDPR as implemented in the domestic law of the United Kingdom by virtue of Section 3 of the European Union (Withdrawal) Act 2018, where such personal data processed in accordance with the Model Clauses, the competent supervisory authority shall be as follows: (i) where Customer is established in an EU member state, the supervisory authority with responsibility for ensuring Customer’s compliance with the GDPR shall act as competent supervisory authority; (j) where Customer is not established in an EU member state, but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU member state in which Customer’s representative is established shall act as competent supervisory authority; or (k) where Customer is not established in an EU member state but falls within the extra-territorial scope of the GDPR without however having to appoint a representative, the supervisory authority of the EU member state in which the Data Subjects are predominantly located shall act as competent supervisory authority. In relation to Personal Data that is subject to the U.K. GDPR, the competent supervisory authority is the United Kingdom Information Commissioner’s Office, subject to the additional terms set forth in the International Data Transfer Addendum to the EU Model Clauses attached hereto as “Appendix E”. In relation to Personal Data that is subject to the data privacy laws of Switzerland, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner. APPENDIX E – U.K. INTERNATIONAL DATA TRANSFER ADDENDUM This U.K. INTERNATIONAL DATA TRANSFER ADDENDUM (“IDTA”) forms a part of the Data Processing Addendum (“DPA”) entered into by and between Quark, Inc. (“Quark”) and the party identified as the Customer in the DPA (“Customer”). Unless otherwise specified, all capitalized terms used in this IDTA have the meanings provided in the DPA. 1. Scope of IDTA. The obligations set forth in this IDTA apply solely to Personal Data subject to the U.K. GDPR that is processed under the DPA (“U.K. Personal Data”). 2. Incorporation of the U.K. Addendum. The parties agree that the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, as issued by the U.K. Information Commissioner’s Office under s.119A (1) of the U.K. Data Protection Act 2018 (“U.K. Addendum”) is incorporated by reference into and forms a part of this IDTA as if fully set forth herein. Each party agrees that execution of the DPA (to which this IDTA is attached as an appendix and incorporated by reference) shall have the same effect as if the parties had simultaneously executed a copy of the U.K. Addendum. 3. Interpretation of the Model Clauses. For purposes of Processing U.K. Personal Data, any references in the DPA to the Model Clauses shall be read to incorporate the mandatory amendments to the Model Clauses set forth in the U.K. Addendum. 4. Addendum Terms. Tables 1 through 4 of the U.K. Addendum shall be completed as follows: a. In Table 1 of the U.K. Addendum, the “Start Date” shall be the Effective Date of the DPA, and the details and contact information for the “data exporter” and the “data importer” shall be as specified in Appendix I of the DPA. b. In Table 2 of the U.K. Addendum: i. The version of the Model Clauses incorporated by reference into the DPA shall be the version applicable to this IDTA. ii. Those provisions of the Model Clauses applicable under Module Two shall apply to this IDTA. iii. The optional clauses and provisions of the Model Clauses applicable to this IDTA shall be those clauses and provisions specified in Section 2.3 of the DPA. c. In Table 3 of the U.K. Addendum, the information required in Annexes I (both 1A and 1B), II, and III shall be as provided in Appendices A, B, and C of the DPA, respectively. d. In Table 4 of the U.K. Addendum, if the ICO issues any revisions to the U.K. Addendum after the Effective Date (“ICO Revision”), Customer and Quark shall each have the right to terminate this IDTA in accordance with the U.K. Addendum, the DPA, and the Agreement.. Upon such termination of this IDTA: i. Quark shall cease its Processing of the U.K. Personal Data; and ii. Each party shall follow the processes described in Section 2.11 of the DPA with respect to the U.K. Personal Data. Notwithstanding the foregoing, termination of this IDTA in the event of an ICO Revision shall not terminate the DPA, the Agreement, and/or the obligations of either party arising thereunder with respect to Personal Data other than U.K. Personal Data, except and unless expressly agreed by and between the parties. 5. No Amendments. The terms of the U.K. Addendum have not been amended in any way except as expressly stated herein. Appendix F – Model Clauses SECTION I Clause 1 Purpose and scope (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country (b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses. Clause 2 Effect and invariability of the Clauses (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679. Clause 3 Third-party beneficiaries (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b); (iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); (iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18. (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679. Clause 4 Interpretation (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679. Clause 5 Hierarchy In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail. Clause 6 Description of the transfer(s) The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B. Clause 7 – Optional Docking clause (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A. (b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A. (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party. SECTION II – OBLIGATIONS OF THE PARTIES Clause 8 Data protection safeguards The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses. 8.1 Instructions (a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract. (b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. 8.2 Purpose limitation The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter. 8.3 Transparency On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 8.4 Accuracy If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data. 8.5 Duration of processing and erasure or return of data Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a). 8.6 Security of processing (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. (b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. (d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer. 8.7 Sensitive data Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B. 8.8 Onward transfers The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation. 8.9 Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer. (d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. (e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request Clause 9 Use of sub-processors (a) The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least fifteen (15) days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date. (b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (8) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses. (c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy. (d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. (e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data. Clause 10 Data subject rights (a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter. (b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. (c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter. Clause 11 Redress (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. [OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.] (b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them. (c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18. (d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679. (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law. (f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws. Clause 12 Liability (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses. (b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses. (c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. (d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage. (e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties. (f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage. (g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability. Clause 13 Supervision The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority. The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority. (a) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken. SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES Clause 14 Local laws and practices affecting compliance with the Clauses (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU) (a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses. (b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12). (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination. (c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses. (d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. (e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller. (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply. Clause 15 Obligations of the data importer in case of access by public authorities (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU) 15.1 Notification (a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer (b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter. (c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.] (d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request. (e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses. 15.2 Review of legality and data minimisation (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e). (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.] (c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. SECTION IV – FINAL PROVISIONS Clause 16 Non-compliance with the Clauses and termination (a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f). (c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension. (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. (d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law. (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679. Clause 17 Governing law These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland Clause 18 Choice of forum and jurisdiction (a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. (b) The Parties agree that those shall be the courts of Ireland. (c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence. (d) The Parties agree to submit themselves to the jurisdiction of such courts.