Appendix 5:
EEA Processor toProcessor Clauses(Module 3)This attachment is attached to and forms part of the Data Processing Addendum between Open Text andCustomer (“DPA”). Unless otherwise defined in this attachment, capitalised terms used in this attachment
have the meanings given to them in the DPA.

Appendix 5 – EEA Processor to Processor ClausesStandard Contractual Clauses(Transfer Processor-to-Processor)
Swiss Amendments to the EEA Standard Contractual Clauses

In the case of a Swiss Restricted Transfer where these Processor to Processor standard contractual clauses
apply, they shall be deemed amended as follows:a)References to the GDPR shall be understood as references to the Swiss Federal Act on Data Protection (assuch laws are amended or re-enacted from time to time) (“FADP”);b)

In Annex I.C the “competent supervisory authority” is the Federal Data Protection and Information
Commissioner;c)

Where the transfer is subject to both the FADP and the GDPR, the supervisory authority is the Swiss
Federal Data Protection and Information Commissioner insofar as the transfer is governed by the FADP,
and the supervisory authority is as set forth in the EEA Standard Contractual Clauses insofar as the transfer
is governed by the GDPR;d)

Clause 18 (c) shall be interpreted to permit data subjects in Switzerland to bring legal proceedings in
Switzerlande)

The term “personal data” shall include the data of legal entities to the extent such data is protected under
the FADP.

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2Appendix 5 – EEA Processor to Processor Clauses

SECTION I
Clause 1
Purpose and scopea) The purpose of these standard contractual clauses is to ensure compliance with the requirements ofRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on theprotection of natural persons with regard to the processing of personal data and on the freemovement of such data (General Data Protection Regulation)1 for the transfer of personal data to athird 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’)have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
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 partof these Clauses.

Clause 2
Effect and invariability of the Clausesa) 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, withrespect 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 notmodified, 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 freedomsof data subjects.
1

Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as
controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679
also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23
October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies,
offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No
1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in thecontract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 arealigned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in
Decision 2021/915.

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3Appendix 5 – EEA Processor to Processor Clausesb) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue ofRegulation (EU) 2016/679.

Clause 3
Third-party beneficiariesa) 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 – Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);(iii) Clause 9 – Clause 9(a), (c), (d) and (e);(iv) Clause 12 – Clause 12(a), (d) and (f);(v)

Clause 13;(vi) Clause 15.1(c), (d) and (e);(vii) Clause 16(e);(viii) Clause 18 – Clause 18(a) and (b).
b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretationa) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall havethe 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 forin 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 shallprevail.

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4Appendix 5 – EEA Processor to Processor Clauses

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
Docking clausea) 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 andsigning 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 inaccordance with its designation in Annex I.A.
c) The acceding entity shall have no rights or obligations arising under these Clauses from the periodprior 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 Instructionsa) The data exporter has informed the data importer that it acts as processor under the instructions of its
controller(s), which the data exporter shall make available to the data importer prior to processing.
b) The data importer shall process the personal data only on documented instructions from thecontroller, as communicated to the data importer by the data exporter, and any additional
documented instructions from the data exporter. Such additional instructions shall not conflict with the
instructions from the controller. The controller or data exporter may give further documented
instructions regarding the data processing throughout the duration of the contract.
c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
Where the data importer is unable to follow the instructions from the controller, the data exporter shallimmediately notify the controller.

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5Appendix 5 – EEA Processor to Processor Clausesd) The data exporter warrants that it has imposed the same data protection obligations on the data
importer as set out in the contract or other legal act under Union or Member State law between thecontroller and the data exporter2.
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 controller, as communicated to the data importerby the data exporter, or 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 businesssecrets or other confidential information, including personal data, the data exporter may redact part of thetext of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data
subject would otherwise not be able to understand its content or exercise his/her rights. On request, theParties shall provide the data subject with the reasons for the redactions, to the extent possible without
revealing the redacted information.
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 shallcooperate with the data exporter to rectify or erase 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 endof 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 controller and certify to the data exporter that it hasdone 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 withthese Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of thepersonal 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 thedata 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 processinga) The data importer and, during transmission, also the data exporter shall implement appropriatetechnical 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, they shall take due account of the state of the art, the costs of implementation, the2

See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation(EU) 2018/1725.

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6Appendix 5 – EEA Processor to Processor Clauses

nature, scope, context and purpose(s) of processing and the risks involved in the processing for thedata subject. The Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of processing can be fulfilled inthat 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 or the controller. 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 anappropriate level of security.
b) The data importer shall grant access to the 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, without undue
delay, the data exporter and, where appropriate and feasible, the controller after having becomeaware 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 data breach, including 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 andfurther 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 tocomply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so thatthe latter may in turn 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 orphilosophical 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 shallapply the specific restrictions and/or additional safeguards set out in Annex I.B.

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Appendix 5 – EEA Processor to Processor Clauses

8.8. Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions fromthe controller, as communicated to the data importer by the data exporter. In addition, the data may only
be disclosed to a third party located outside the European Union(3) (in the same country as the data
importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to bebound by these Clauses, under the appropriate Module, or if:(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 ofRegulation (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 thecontext 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 anothernatural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards underthese Clauses, in particular purpose limitation.
8.9 Documentation and compliancea) The data importer shall promptly and adequately deal with enquiries from the data exporter or thecontroller 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 ofthe controller.
c) The data importer shall make all information necessary to demonstrate compliance with the
obligations set out in these Clauses available to the data exporter, which shall provide it to thecontroller.
d) The data importer shall allow for and contribute to audits by the data exporter of the processing
activities covered by these Clauses, at reasonable intervals or if there are indications of noncompliance. The same shall apply where the data exporter requests an audit on instructions of thecontroller. In deciding on an audit, the data exporter may take into account relevant certifications heldby the data importer.
e) Where the audit is carried out on the instructions of the controller, the data exporter shall make theresults available to the controller.

The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internalmarket to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU)2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by thedata importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
3

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8Appendix 5 – EEA Processor to Processor Clausesf)

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.

g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results ofany audits, available to the competent supervisory authority on request.

Clause 9
Use of sub-processorsa) The data importer has the controller’s general authorisation for the engagement of sub-processor(s)from an agreed list. The data importer shall specifically inform the controller in writing of any intended
changes to that list through the addition or replacement of sub-processors at least 14 days inadvance, thereby giving the controller sufficient time to be able to object to such changes prior to theengagement of the sub-processor(s). The data importer shall provide the controller with theinformation necessary to enable the controller to exercise its right to object. The data importer shallinform the data exporter of the engagement of the sub-processor(s).
b) Where the data importer engages a sub-processor to carry out specific processing activities (onbehalf of the controller), it shall do so by way of a written contract that provides for, in substance, thesame data protection obligations as those binding the data importer under these Clauses, including interms of third-party beneficiary rights for data subjects.( 4) The Parties agree that, by complying withthis Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensurethat the sub-processor complies with the obligations to which the data importer is subject pursuant tothese Clauses.
c) The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a subprocessor agreement and any subsequent amendments. To the extent necessary to protect businesssecrets 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 subprocessor’s obligations under its contract with the data importer. The data importer shall notify thedata 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 theevent 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 subprocessor to erase or return the personal data.

4

This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module,in accordance with Clause 7.

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9Appendix 5 – EEA Processor to Processor Clauses

Clause 10
Data subject rightsa) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any
request it has received from a data subject, without responding to that request unless it has beenauthorised to do so by the controller.
b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller
in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under
Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties
shall set out in Annex II the appropriate technical and organisational measures, taking into accountthe nature of the processing, by which the assistance shall be provided, as well as the scope and theextent of the assistance required.
c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the
instructions from the controller, as communicated by the data exporter.

Clause 11
Redressa) The data importer shall inform data subjects in a transparent and easily accessible format, throughindividual 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.
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 inresolving 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:lodge a complaint with the supervisory authority in the Member State of his/her habitual residenceor place of work, or the competent supervisory authority pursuant to Clause 13;
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 Statelaw.
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.

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Clause 12
Liabilitya) 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 thirdparty 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 thatpart 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 abreach 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 backfrom the other Party/ies that part of the compensation corresponding to its/their responsibility for thedamage.

g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13
Supervisiona) Where the data exporter is established in an EU Member State: The supervisory authority withresponsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards
the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial
scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has
appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory
authority of the Member State in which the representative within the meaning of Article 27(1) ofRegulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competentsupervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial

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scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however
having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The
supervisory authority of one of the Member States in which the data subjects whose personal data istransferred 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.
b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competentsupervisory 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 themeasures adopted by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the necessary actions have beentaken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN
CASE OF ACCESS BY PUBLIC AUTHORITIESClause 14
Local laws and practices affecting compliance with the Clausesa) 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 theunderstanding that laws and practices that respect the essence of the fundamental rights andfreedoms and do not exceed what is necessary and proportionate in a democratic society tosafeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not incontradiction with these Clauses.
b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account inparticular of the following elements:(i)the specific circumstances of the transfer, including the length of the processing chain, thenumber of actors involved and the transmission channels used; intended onward transfers; thetype 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 datatransferred;

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12Appendix 5 – EEA Processor to Processor Clauses(ii) the laws and practices of the third country of destination – including those requiring the disclosureof data to public authorities or authorising access by such authorities – relevant in light of thespecific circumstances of the transfer, and the applicable limitations and safeguards;5(iii) any relevant contractual, technical or organisational safeguards put in place to supplement thesafeguards under these Clauses, including measures applied during transmission and to theprocessing 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 tocooperate 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 thecompetent 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 orpractices not in line with the requirements under paragraph (a), including following a change in thelaws of the third country or a measure (such as a disclosure request) indicating an application of suchlaws in practice that is not in line with the requirements in paragraph (a). The data exporter shallforward the notification to the controller.
f)

Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason tobelieve 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 toensure security and confidentiality) to be adopted by the data exporter and/or data importer toaddress the situation, if appropriate in consultation with the controller. The data exporter shallsuspend the data transfer if it considers that no appropriate safeguards for such transfer can beensured, or if instructed by 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 haveagreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e)shall apply.

5

As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered aspart of an overall assessment. Such elements may include relevant and documented practical experience with prior instances ofrequests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame.
This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligenceand certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practicalexperience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to besupported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carrysufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take
into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible,
reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice,such as case law and reports by independent oversight bodies.

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Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notificationa) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (ifnecessary with the help of the data exporter) if it:(i) receives a legally binding request from a public authority, including judicial authorities, under thelaws 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, therequesting 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 tothese Clauses in accordance with the laws of the country of destination; such notification shall
include all information available to the importer.
The data exporter shall forward the notification to the controller.
b) If the data importer is prohibited from notifying the data exporter and/or the data subject under thelaws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver ofthe 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 onrequest 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 suchchallenges, etc.). 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 theduration 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 Clause14(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 minimisationa) 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 measureswith 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

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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 fordisclosure and, to the extent permissible under the laws of the country of destination, make thedocumentation available to the data exporter. It shall also make it available to the competentsupervisory authority on request. The data exporter shall make the assessment available to thecontroller.
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 terminationa) 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 toparagraph (b) and compliance with these Clauses is not restored within a reasonable time and inany 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 and the controller of suchnoncompliance. 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 inits entirety. The same shall apply to any copies of the data. The data importer shall certify the deletionof 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

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prohibit the return or deletion of the transferred personal data, the data importer warrants that it willcontinue 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 thetransfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomespart 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 one of the EU Member States, provided such law allows
for third-party beneficiary rights. The Parties agree that this shall be the law of the Netherlands.

Clause 18
Choice of forum and jurisdictiona) 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 the Netherlands.
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.

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Appendix 5 – EEA Processor to Processor Clauses

ANNEX I
A - LIST OF PARTIES
Where there is a Restricted Transfer, Customer is a Processor and Open Text is a Processor, thenCustomer is the data exporter and Open Text is the data importer.
See Principal Agreement for the following information in respect of each party: name; address; contact
person's name, position and contact details.
See Description of Transfer Appendix of the Data Processing Addendum between Open Text andCustomer (“DPA”) for activities relevant to the data transferred under these Clauses.

B- DESCRIPTION OF TRANSFER
See Description of Transfer Appendix of the DPA.

C- COMPETENT SUPERVISORY AUTHORITY
The supervisory authority shall be the competent supervisory authority that has supervision over the
Customer in accordance with Clause 13 of the EEA Processor to Processor SCCs.

ANNEX IITECHNICAL AND ORGANISATIONAL MEASURES INCLUDINGTECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE
SECURITY OF THE DATA
See Technical and Organisational Measures of the DPA.

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