DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0

AMENDMENT TO THE ZSCALER DATA PROCESSING AGREEMENTHOW THIS AMENDMENT APPLIESThis Amendment to the Zscaler Data Processing Agreement is only valid and legally binding if the Customer entity signing it entered into a Data
Processing Agreement with Zscaler.
INSTRUCTIONS FOR SIGNING THIS AMENDMENTThis Amendment to the Zscaler Data Processing Agreement consists of this cover page, the Amendment, and Exhibit D. To complete thisAmendment, Customer must:
1.
2.

Complete and sign the Customer signature block.
Submit the completed and signed Amendment to Zscaler by email to privacy@zscaler.com.

If you have any questions about this Amendment, please contact privacy@zscaler.com.

Zscaler, Inc. – CONFIDENTIAL © 2022
Data Processing Amendment (November. 2022)

Page 1 of 7

DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0

AMENDMENT TO THE ZSCALER DATA PROCESSING AGREEMENT
This Amendment is entered into on the date of the last signature below (the “Amendment Effective Date”) by andbetween Zscaler, Inc. (“Zscaler”) and ____________________________________________________ (“Customer”).
WHEREAS, the parties executed the Data Processing Agreement, as amended from time to time (the “DPA”), andnow wish to amend the DPA as follows:
1.

Exhibit D attached herein shall be added to the DPA, and shall amend any such previous exhibits on thesubject matter, as the new exhibit incorporating the UK Addendum.

2.

The following Appendix 2 shall be added to the EU Standard Contractual Clauses that has been executed byboth parties:
Appendix 2 to the EU SCCs
If Personal Data is transferred outside of the United Kingdom to a country that is not recognized to offer an adequate level of protection
for Personal Data and is not covered by a suitable framework recognized by relevant authorities or courts that offer an adequate levelof protection for Personal Data, then the Parties agree to amend the EU Commission Standard Contractual Clauses (“EU SCCs”) inaccordance with the UK Addendum to the EU SCCs as attached herein. By signing Annex I of the EU SCCs, the parties agree and accept
the UK Addendum.

Except as set forth in this Amendment, the DPA is unaffected and shall continue in full force and effect in accordancewith its terms. If there is conflict between this Amendment and the DPA, the terms of this Amendment will prevail.
IN WITNESS WHEREOF, the parties agree as of the Amendment Effective Date as attested by the signatures of their
duly authorized representatives:
CUSTOMER NAME:ZSCALER, INC.

Signature: ____________________________________

Signature: ____________________________________

Printed Name: _________________________________

Printed Name: ________________________________

Title: _________________________________________

Title: ________________________________________

Date Signed: __________________________________

Date Signed: __________________________________

Shaun Ghafouri

VP, Associate General Counsel

November 17, 2022 | 6:58 AM PST

DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0Exhibit D
UK Addendum to the EU Commission Standard Contractual ClausesThis Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner
considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties

Start date

The day of the last signature of Annex I of the EU SCCs.

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties’ detailsFull legal name: See Annex I of the EU SCCs

Full legal name: See Annex I of the EU SCCs

Trading name (if different):

Trading name (if different):

Main address (if a company registered address):
See Annex I of the EU SCCs

Main address (if a company registered address):
See Annex I of the EU SCCs

Official registration number (if any) (company
number or similar identifier):

Official registration number (if any) (company
number or similar identifier):

Key Contact

Contact details including email: See Annex I of theEU SCCs

Contact details including email: See Annex I of theEU SCCs

Signature (if required for thepurposes of Section 2)

See Appendix 2 of the EU SCCs

See Appendix 2 of the EU SCCs

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including
the Appendix Information:
Date: The day of the last signature of Annex I of the EU SCCs.
Reference (if any): Exhibit C (EU SCCs) of the DPA
Other identifier (if any): N/A

Table 3: Appendix Information“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EUSCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: Annex I of the EU SCCs
Annex 1B: Description of Transfer: Annex I of the EU SCCs
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Exhibit Bof the DPA

DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0

Annex III: List of Sub processors (Modules 2 and 3 only): N/A
Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum
when the Approved
Addendum changes

Which Parties may end this Addendum as set out in Section 19:
Importer
Exporterneither Party

Part 2: Mandatory Clauses
Entering into this Addendum
1.
Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to bebound by this Addendum.
2.

Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers,
the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce
their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any
part of the Approved EU SCCs.

Interpretation of this Addendum
3.
Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved
EU SCCs. In addition, the following terms have the following meanings:

AddendumThis International Data Transfer Addendum which is made up of this Addendum incorporating theAddendum EU SCCs.

Addendum EU SCCs

The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2,including the Appendix Information.

Appendix Information

As set out in Table 3.

Appropriate Safeguards

The standard of protection over the personal data and of data subjects’ rights, which is required byUK Data Protection Laws when you are making a Restricted Transfer relying on standard dataprotection clauses under Article 46(2)(d) UK GDPR.

Approved Addendum

The template Addendum issued by the ICO and laid before Parliament in accordance with s119A ofthe Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.

Approved EU SCCs

The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU)2021/914 of 4 June 2021.

ICO

The Information Commissioner.

DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0

Restricted Transfer

A transfer which is covered by Chapter V of the UK GDPR.

UKThe United Kingdom of Great Britain and Northern Ireland.

UK Data Protection Laws

All laws relating to data protection, the processing of personal data, privacy and/or electronic
communications in force from time to time in the UK, including the UK GDPR and the Data
Protection Act 2018.

UK GDPRAs defined in section 3 of the Data Protection Act 2018.

4.

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’
obligation to provide the Appropriate Safeguards.

5.

If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU
SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of theApproved EU SCCs will take their place.

6.

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

7.

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

8.

Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time.
This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has
been entered into.

Hierarchy
9.
Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties,
the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
10.

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

11.

Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data
Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs
12.
This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:a.

together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection
Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for thosedata transfers;b.

Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; andc.

this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2)any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland
or Northern Ireland have been expressly selected by the Parties.

13.

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

14.

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

DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0

15.

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

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

In Clause 2, delete the words:c.

“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”;
Clause 6 (Description of the transfer(s)) is replaced with:d.

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for
which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s
processing when making that transfer.”;
Clause 8.7(i) of Module 1 is replaced with:e.

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onwardtransfer”;
Clause 8.8(i) of Modules 2 and 3 is replaced with:f.

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR thatcovers the onward transfer;”
References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April
2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
(General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specificArticle(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;g.

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

References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replacedwith the “UK”;i.

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

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

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

In Clause 16(e), subsection (i) is replaced with:m.

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transferof personal data to which these clauses apply;”;
Clause 17 is replaced with:n.

“These Clauses are governed by the laws of England and Wales.”;
Clause 18 is replaced with:o.

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bringlegal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties
agree to submit themselves to the jurisdiction of such courts.”; andThe footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

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

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

18.

From time to time, the ICO may issue a revised Approved Addendum which:DocuSign Envelope ID: 59FB71E1-2FD3-4802-9CE3-894957AF61F0a.
b.

makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the ApprovedAddendum; and/orreflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether
the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in therevised Approved Addendum from the start date specified.
19.

If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when theApproved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate anddemonstrable increase in:aits direct costs of performing its obligations under the Addendum; and/orb

its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, thenthat Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party
before the start date of the revised Approved Addendum.
20.

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