Data Processing Addendum(Controller to Processor)
This Data Processing Addendum ("DPA") is incorporated into and forms a part of the agreement between
Smartsheet Inc. ("Smartsheet") and Customer that governs Customer’s use of the Subscription Service("Agreement"). Except as modified below, the terms of the Agreement shall remain in full force and effect.
1.

Definitions

1.1

In this DPA, the following terms (and derivations thereof) have the meanings set out below:
1.1.1“California Consumer Privacy Act of 2018” or “CCPA” means Assembly Bill 375 of the
California House of Representatives, an act to add Title 1.81.5 (commencing with Section
1798.100) to Part 4 of Division 3 of the Civil Code, relating to privacy and approved by the
California Governor on June 28, 2018;

1.1.2"Contracted Processor" means Smartsheet or a Subprocessor;

1.1.3“Customer Content” means any data, file attachments, text, images, reports, personal
information, or other content that is uploaded or submitted to the Subscription Service
by Customer or Customer Users and is processed by Smartsheet on behalf of Customer.
For the avoidance of doubt, Customer Content does not include usage, statistical, or
technical information that does not reveal the actual contents of the Customer Content.

1.1.4"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, thedata protection or privacy laws of any other country;

1.1.5“Data Subject” means (i) an identified or identifiable natural person who is in the EEA or
whose rights are protected by the GDPR; or (ii) a “Consumer” as the term is defined in the
CCPA;

1.1.6

“Data Subject Rights” means those rights identified in the GDPR and the CCPA granted toData Subjects;

1.1.7“Documentation” means documentation provided by Smartsheet on Smartsheet’s
website at www.smartsheet.com, and any website linked from such website that is owned
or controlled by Smartsheet, that is uniformly available and applicable to all Smartsheet
customers and relates to the operation and use of the Services, including user manuals,
operating instructions, and release notes, each as updated by Smartsheet from time to
time.

1.1.8

"EEA" means the European Economic Area;

1.1.9"EU Data Protection Laws" means Regulation 2016/679 of the European Parliament andof the Council of 27 April 2016 on the protection of natural persons with regard to theprocessing of personal data and on the free movement of such data (“General Data
Protection Regulation” or “GDPR”), as transposed into domestic legislation of each
Member State and the laws implementing the GDPR;

1.1.10“Personal Data” means Customer Content that directly or indirectly identifies or relates
to a Data Subject;

1.1.11“Privacy Shield” means the EU-U.S. and Swiss-U.S. Privacy Shield self-certification
programs approved by the European Commission (Decision of 12th July 2016) andoperated by the U.S. Department of Commerce;

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1.1.12"Services" means professional services, the Subscription Service, and any other internetdelivered service or application provided by Smartsheet that Customer uses with the
Subscription Service;

1.1.13“Standard Contractual Clauses”, “SCCs”, or “SCC” means the standard contractual
clauses for the transfer of personal data from controllers in the EU to data processors
established outside the EU or EEA issued by the European Commission under decision
2010/87/EU attached hereto as Annex 2, as amended by Section 3;

1.1.14“Subscription Service” means Smartsheet’s subscription internet-delivered work
collaboration services and applications that are provided to Customer by Smartsheet;

1.1.15"Subprocessor" means any person (including any third party but excluding independent
contractors of Smartsheet subject to Section 4) appointed by or on behalf of Smartsheet
to Process Personal Data on behalf of Customer in connection with the Agreement; and1.1.16“Supervisory Authority” means either (as applicable): (i) an independent public authority
which is established by an EU Member State pursuant to Article 51 of the GDPR; or (ii) the
California Attorney General.

1.2

The terms, "Commission", "Controller", "Member State", "Personal Data Breach", and "Processing"have the meanings given in the GDPR.

1.3

Capitalized terms not defined herein have the meaning given in the Agreement. The word "include"
shall be construed to mean “include without limitation,” and any derivations thereof shall be construed
accordingly. All “Section” references shall be to this DPA unless otherwise specified.

2.

Processing of Personal Data

2.1

Smartsheet will, and require that Subprocessors, only Process Personal Data pursuant to Customer's
documented instructions as set forth in this DPA and the Agreement or where required by laws to which
the relevant Contracted Processor is subject.

2.2

As necessary for the provision of the Services, Customer instructs Smartsheet (and authorizes
Smartsheet to instruct each Subprocessor) to:
2.2.1

Process Personal Data, including but not limited to by disclosing such data to
Subprocessors and other third parties;

2.2.2transfer Personal Data to any country or territory subject to Section 3; and2.2.3

engage any Subprocessors subject to Section 6;

and warrants and represents that it is and will at all relevant times remain duly and effectively
authorized to give such instruction.
2.3

Annex 1 (Details of Processing) sets out information regarding the Processing of Personal Data as may
be required by Data Protection Laws including Article 28(3) of the GDPR. Nothing in Annex 1 confers
any right or imposes any obligation on a party to this DPA.

3.

International Transfers

3.1

With regard to any transfer of Personal Data from Customer to Smartsheet (or from Smartsheet to athird country) that would be prohibited by applicable EU Data Protection Laws in the absence of alawful data transfer mechanism:

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3.2

4.

3.1.1

Smartsheet will during the Term: (i) maintain its self-certification to the Privacy Shield;and (ii) comply with each of the Privacy Shield principles (including, without limitation,
Accountability for Onward Transfer) with respect to the Processing of Personal Data; and

3.1.2

if Smartsheet ceases to maintain its Privacy Shield self-certification for any reason, theStandard Contractual Clauses, subject to Section 3.2 below, shall go into immediate
effect.

The following terms apply only in the event the Standard Contractual Clauses are in effect:
3.2.1

the SCCs and this Section 3.2 apply to the legal entity that executed this DPA;

3.2.2

this DPA and the Agreement are Customer’s complete and final instructions for theProcessing of Personal Data. For the purposes of SCC Clause 5(a), the following isdeemed an instruction by Customer to process Personal Data: (i) Processing inaccordance with the Agreement and applicable Orders or SOWs; (ii) Processing initiatedby users in their use of the Services; and (iii) Processing to comply with other reasonable
instructions provided by Customer where such instructions are consistent with the termsof the Agreement;

3.2.3

SCC Clause 5(h) is satisfied by the process described in Section 6 of this DPA;

3.2.4

Smartsheet may remove all commercial information, or terms unrelated to the SCCs,
from copies of Sub-processor agreements it must provide pursuant to SCC Clause 5(j);such copies will be provided by Smartsheet (in a manner determined in its discretion)
only upon Customer’s written request;

3.2.5

the requirements of SCC Clause 5(f), 11, and 12(2) shall be satisfied by the processes set
forth in Sections 6, 10, and 11 of this DPA;

3.2.6

Smartsheet will provide any certification of deletion required by SCC Clause 12(1) only
upon Customer’s request in accordance with Section 10.4 of this DPA.

Smartsheet Personnel
Persons authorized by Smartsheet to process Personal Data have committed themselves toconfidentiality or are under an appropriate statutory obligation of confidentiality.

5.

Security

5.1

Smartsheet will implement and maintain each of the technical and organizational measures describedin the Smartsheet Documentation and the Agreement (“TOM”).

5.2

Acknowledging that Customer (and not Smartsheet): (i) controls the nature and contents of Customer
Content (including any Personal Data therein); and (ii) acts as its own system administrator and controls
user access to Customer Content (including any Personal Data therein), Customer represents andwarrants that on the date of this DPA and during the Term:
5.2.1

with respect to Personal Data, the TOM meet the requirements set out in Data Protection
Laws applicable to Customer’s use of the Services;

5.2.2

Personal Data has been and will be collected and Processed by Customer in accordancewith applicable Data Protection Laws;

5.2.3

the Processing of Personal Data in accordance with this DPA by Smartsheet will not violate
applicable Data Protection Laws; and3
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5.2.4

Customer will take all steps necessary to ensure it achieves the foregoing, including
without limitation, by providing Data Subjects with appropriate privacy notices, obtaining
any required consent, and ensuring that there is a lawful basis for Contracted Processors
to Process Personal Data.

5.3

Customer will indemnify and hold harmless the Contracted Processors against all losses, fines, andregulatory sanctions arising from any claim by a third party (including any Supervisory Authority) arisingout of Customer’s negligence, wilful misconduct, and bad faith in connection with any breach of Section
5.2 by Customer.

6.

Subprocessing

6.1

Customer authorizes Smartsheet to appoint Subprocessors (and permits each Subprocessor to appoint
additional Subprocessors) in accordance with this Section 6.

6.2

A list of Smartsheet’s current Subprocessors is available at https://www.smartsheet.com/legal/gdpr (asupdated from time to time), which includes the name and location of, and a brief description of theProcessing undertaken by, each current Smartsheet Subprocessor.

6.3

Smartsheet may continue to use those Subprocessors already engaged by Smartsheet as of the date of
this
DPA.
Customermay
submittheform
availableathttps://www.smartsheet.com/legal/subprocessor-notification to request notification of theappointment of new Smartsheet Subprocessors. Within 15 days after receiving such notice, if Customer
has a bona fide and reasonable basis to object to the new Subprocessor, Customer must notify
Smartsheet in writing and Smartsheet will use reasonable efforts to make available to Customer achange in the Services or recommend a commercially reasonable change to Customer’s configurationor use of the Services to avoid Processing of Personal Data by the objected-to new Subprocessor. If
Smartsheet cannot reasonably accommodate Customer’s objection, Smartsheet will notify Customer.
Customer may, by written notice to Smartsheet within 30 days of Smartsheet’s notice, terminate theAgreement to the extent it relates to the Services which require the use of the objected-to new
Subprocessor.

6.4

Smartsheet carries out appropriate due diligence on each Subprocessor and the arrangement between
Smartsheet and each Subprocessor is governed by a written contract which: (i) includes terms
substantially equivalent to those set out in this DPA; and (ii) meet the requirements of Article 28(3) of
the GDPR and Section 1798.140(v) and (w) of the CCPA. Smartsheet is responsible for its Subprocessor's
acts and omissions in relation to Smartsheet's obligations under this DPA.

7.

Data Subject Rights

7.1

Customer is responsible for responding to Data Subject requests using its own access to the relevant
Personal Data. At Customer’s request, Smartsheet will provide reasonable assistance to Customer, tothe extent Customer is unable to access the relevant Personal Data after diligent reasonable efforts.
Taking into account the nature of the Processing, and solely to the extent Customer cannot access
Personal Data itself, Smartsheet shall assist Customer by implementing appropriate technical andorganizational measures, insofar as this is reasonably possible, for the fulfilment of Customer’s
obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject
rights under the GDPR and the CCPA. To the extent legally permitted, Customer shall be responsible forany costs arising from Smartsheet’s provision of such assistance.

7.2

Smartsheet will without undue delay notify Customer if Smartsheet receives a request directly from a
Data Subject under Data Protection Laws in respect of Personal Data. Smartsheet will not respond tosuch request except on the documented instructions of Customer or as required by applicable law.

8.

Personal Data Breach4
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Smartsheet’s obligations
8.1

Notification to customer. Smartsheet will notify Customer without undue delay upon Smartsheet
becoming aware of a Personal Data Breach affecting Personal Data. Smartsheet’s notification of or
response to a Personal Data Breach under this Section 8 will not be construed as an acknowledgement
by Smartsheet of any fault or liability with respect to the Personal Data Breach.

8.2

Provision of information for downstream notification. Smartsheet will make commercially reasonable
efforts, in accordance with its security incident management policies and procedures, to identify thecause of such Personal Data Breach, and provide Customer with sufficient information to allow
Customer to meet its obligations under the GDPR and CCPA to report or inform Data Subjects of the
Personal Data Breach.

8.3

Cooperation with customer’s instructions. At Customer’s sole expense and to the extent Customer
cannot itself access the information necessary to comply with its additional obligations under applicable
Data Protection Laws, Smartsheet shall cooperate with Customer and, if necessary, take suchreasonable commercial steps as are directed by Customer to assist in Customer’s investigation,
mitigation, and remediation of each such Personal Data Breach.

Customer’s Obligations
8.4

Customer is solely responsible for complying with incident notification laws applicable to Customer;
and

8.5

Customer is solely responsible for fulfilling any third party notification obligations related to any
Personal Data Breach. Smartsheet will not assess the contents of Personal Data to identify information
subject to any specific legal requirements.

9.

Data Protection Impact Assessment and Prior Consultation
At Customer’s request, Smartsheet shall provide reasonable assistance to Customer with any
data protection impact assessments and prior consultations with Supervisory Authorities or othercompetent data privacy authorities, as required by Article 35 or 36 of the GDPR, and in each case solely
in relation to Processing of Personal Data by, and taking into account the nature of the Processing andinformation available to, the Contracted Processors.

10.

Return of Personal Data

10.1

Subject to Sections 10.2 and 10.3, Smartsheet shall without undue delay after, and in any event no later
than 180 days of, the date of cessation of any Services involving the Processing of Personal Data (the"Cessation Date"), render unrecoverable or return Personal Data in accordance with Smartsheet’s
security practices.

10.2

Customer can, at any time during the Term, obtain a zip file backup from the Subscription Service that
includes: (i) Customer’s then-current file attachments in their native file formats; and (ii) all other thencurrent Customer Content (including any Personal Data contained therein), in a commonly used format,
as reasonably determined by Smartsheet. Upon Customer’s request made prior to the Cessation Date,
Smartsheet will allow Customer’s SysAdmin(s) to have read-only access to the Subscription Service forthe sole purpose of retrieving such data for 30 days following the Cessation Date. Thereafter,
Smartsheet has no obligation to retain, and will render unrecoverable, such data in accordance with
Smartsheet’s security practices.

10.3

Each Contracted Processor may retain Personal Data to the extent required by applicable laws and only
to the extent and for such period as required by applicable laws.

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10.4

At Customer’s reasonable request, Smartsheet shall provide written certification to Customer that it
has fully complied with this Section 10 within 180 days of the Cessation Date.

11.

Audit Rights

Audit rights at Smartsheet’s expense
11.1

Audit Reports. Smartsheet uses external auditors to verify the adequacy of its security measures andcontrols for certain Services, including the Subscription Service. The resulting audit will: (i) include
testing of the entire measurement period since the previous measurement period ended; (ii) be
performed according to AICPA SOC2 standards or such other alternative standards that aresubstantially equivalent to AICPA SOC2; (iii) be performed by independent third party security
professionals at Smartsheet's selection and expense; and (iv) result in the generation of a SOC 2
report (“Audit Report”), which will be Smartsheet's Confidential Information. The Audit Report will bemade available to Customer upon written request no more than annually subject to theconfidentiality obligations of the Agreement or a mutually-agreed non-disclosure agreement covering
the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Services in existenceat the time the Audit Report was issued; subsequently released Services, if covered by the Audit
Report, will be in the next annual iteration of the Audit Report.

11.2

Penetration Testing. Smartsheet uses external security experts to conduct penetration testing ofcertain Services, including the Subscription Service. Such testing will: (i) be performed at least
annually; (ii) be performed by independent third party security professionals at Smartsheet’s selectionand expense; and (iii) result in the generation of a penetration test report (“Pen Test Report”), which
will be Smartsheet’s Confidential Information. Pen Test Reports will be made available to Customer
upon written request no more than annually subject to the confidentiality obligations of theAgreement or a mutually-agreed non-disclosure agreement covering the Pen Test Report.

Additional audits required by EU Data Protection Law
11.3

Subject to Sections 11.4 to 11.6, and always at Customer’s sole expense, Smartsheet will (i) makeavailable to Customer on request all information necessary to demonstrate compliance with this DPA,and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Customer
in relation to the Processing of the Personal Data by Smartsheet.

11.4

Information and audit rights of Customer only arise under Section 11.3 to the extent: (i) Smartsheet
Processes Personal Data of Data Subjects located in the EEA on behalf of Customer; and (ii) this DPA(including Section 11.1), the Smartsheet Documentation, and the Agreement do not otherwise give
Customer information and audit rights meeting the relevant requirements of the GDPR (including,where applicable, Article 28(3)(h) of the GDPR).

11.5

Customer may only mandate an auditor for the purposes of Section 11.3 if the auditor is approved by
Smartsheet in writing, such approval not to be unreasonably withheld.

11.6

Customer shall give Smartsheet reasonable notice of any audit or inspection to be conducted under
Section 11.3 and shall make (and ensure that each of its mandated auditors makes) reasonableendeavors to avoid causing any damage, injury, or disruption to the Contracted Processor’s premises,
equipment, personnel, and business while its personnel are on those premises in the course of such an
audit or inspection. A Contracted Processor need not give access to its premises for the purposes ofsuch an audit or inspection:
11.6.1to any individual unless he or she produces reasonable evidence of identity and authority;

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11.6.2

outside normal business hours at those premises, unless the audit or inspection needs tobe conducted on an emergency basis and Customer has given notice to Smartsheet that
this is the case before attendance outside those hours begins; or

11.6.3for the purposes of more than one audit or inspection, in respect of each Contracted
Processor, in any calendar year, except for any additional audits or inspections which: (i)Customer reasonably considers necessary because of genuine concerns as to Smartsheet's
compliance with this DPA or after a Personal Data Breach; or (ii) Customer is required tocarry out by a Supervisory Authority under the GDPR,

where Customer has identified its concerns or the relevant requirement or request in its notice toSmartsheet of the audit or inspection.
12.

California Consumer Privacy Act of 2018

12.1

Smartsheet is a “Service Provider” as defined in CCPA Section 1798.140(v).

12.2

Customer discloses Personal Data to Smartsheet solely for: (i) a valid business purpose; and (ii)
Smartsheet to perform the Services.

12.3

Smartsheet is prohibited from: (i) selling Personal Data; (ii) retaining, using, or disclosing Personal
Data for a commercial purpose other than providing the Services; and (iii) retaining, using, ordisclosing the Personal Data outside of the Agreement between Smartsheet and Customer.

12.4

Smartsheet understands the prohibitions outlined in Section 12.3.

13.

General Terms

Governing law and jurisdiction
13.1

The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement withrespect to any disputes or claims arising under this DPA, including disputes regarding its existence,
validity, or termination or the consequences of its nullity; and13.2

This DPA and all non-contractual or other obligations arising out of or in connection with it are governedby the laws of the country or territory stipulated for this purpose in the Agreement.

Order of precedence
13.3

Nothing in this DPA reduces Smartsheet's obligations under the Agreement in relation to the protectionof Personal Data or permits Smartsheet to Process (or permit the Processing of) Personal Data in amanner which is prohibited by the Agreement.

13.4

Subject to Section 13.2, with regard to the subject matter of this DPA, in the event of inconsistencies
between the provisions of this DPA and any other agreements between the parties, including theAgreement and including (except where explicitly agreed otherwise in writing, signed on behalf of theparties) agreements entered into or purported to be entered into after the date of this DPA, theprovisions of this DPA shall prevail.

Changes in Data Protection Laws.
13.5

If any variation is required to this DPA as a result of a change in Data Protection Law, then either Party
may provide written notice to the other Party of that change in law. The Parties will discuss andnegotiate in good faith any necessary variations to this DPA to address such changes. If Customer gives
notice under this Section 13.5, the parties shall without undue delay discuss the proposed variations
and negotiate in good faith with a view to agreeing and implementing those or alternative variations

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designed to address the requirements identified in Customer's notice (to the extent such variations arereasonable with regard to Smartsheet’s business operations) as soon as is reasonably practicable.
Severance
13.6

Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shallremain valid and in force. The invalid or unenforceable provision shall be either (i) amended asnecessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as
possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had
never been contained therein.

Liability
13.7

For the avoidance of doubt, as between the parties to this DPA, each party’s liability and remedies
under this DPA are subject to the aggregate liability limitations and damages exclusions set forth in theAgreement.

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ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATAThis Annex 1 includes certain details of the Processing of Personal Data as required by Article 28(3) of the GDPR.
Subject matter and duration of the Processing of Personal Data:
The subject matter and duration of the Processing of Personal Data are set out in the Agreement and this DPA.
The nature and purpose of the Processing of Personal Data
Processing of Personal Data by Smartsheet is reasonably required to facilitate or support the provisionof the Services as described under the Agreement and this DPA.
Type of Personal Data and Categories of Data Subjects:
The types of Personal Data and categories of Data Subject about whom the Personal Data relates are
determined and controlled by Customer in its sole discretion. Smartsheet’s Services does not impose
any limits on the type of data stored or otherwise processed.
Obligations and Rights of the Controller:
The obligations and rights of Customer are set out in the Agreement and this DPA.

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ANNEX 2: STANDARD CONTRACTUAL CLAUSES
For the purposes of Article 26(2) of Directive 95/46/EC, or a successor law or regulation including the GDPR,
for the transfer of personal data to processors established in third countries which do not ensure anadequate level of data protection
Customer (the “data exporter”)
andSmartsheet Inc. (the “data importer”)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards
with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer
by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1
Definitions
For the purposes of the Clauses:(a)'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject'and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliamentand of the Council of 24 October 1995 on the protection of individuals with regard to the processing of
personal data and on the free movement of such data;(b)'the data exporter' means the controller who transfers the personal data;(c)'the data importer' means the processor who agrees to receive from the data exporter personal dataintended for processing on his behalf after the transfer in accordance with his instructions and the terms of
the Clauses and who is not subject to a third country's system ensuring adequate protection within themeaning of Article 25(1) of Directive 95/46/EC;(d)'the subprocessor' means any processor engaged by the data importer or by any other subprocessorof the data importer who agrees to receive from the data importer or from any other subprocessor of thedata importer personal data exclusively intended for processing activities to be carried out on behalf of thedata exporter after the transfer in accordance with his instructions, the terms of the Clauses and the termsof the written subcontract;(e)'the applicable data protection law' means the legislation protecting the fundamental rights andfreedoms of individuals and, in particular, their right to privacy with respect to the processing of personal
data applicable to a data controller in the Member State in which the data exporter is established;(f)'technical and organisational security measures' means those measures aimed at protecting personal
data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure oraccess, in particular where the processing involves the transmission of data over a network, and against allother unlawful forms of processing.

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Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are
specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause1.
The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to(e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2.
The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6,
Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or hasceased to exist in law unless any successor entity has assumed the entire legal obligations of the data
exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of thedata exporter, in which case the data subject can enforce them against such entity.
3.
The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6,
Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer havefactually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has
assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of
which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce
them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing
operations under the Clauses.
4.
The parties do not object to a data subject being represented by an association or other body if thedata subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:(a)that the processing, including the transfer itself, of the personal data has been and will continue to be
carried out in accordance with the relevant provisions of the applicable data protection law (and, whereapplicable, has been notified to the relevant authorities of the Member State where the data exporter isestablished) and does not violate the relevant provisions of that State;(b)that it has instructed and throughout the duration of the personal data processing services will
instruct the data importer to process the personal data transferred only on the data exporter's behalf and inaccordance with the applicable data protection law and the Clauses;(c)that the data importer will provide sufficient guarantees in respect of the technical and organisational
security measures specified in Appendix 2 to this contract;(d)that after assessment of the requirements of the applicable data protection law, the security
measures are appropriate to protect personal data against accidental or unlawful destruction or accidental
loss, alteration, unauthorised disclosure or access, in particular where the processing involves thetransmission of data over a network, and against all other unlawful forms of processing, and that these11
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measures ensure a level of security appropriate to the risks presented by the processing and the nature of
the data to be protected having regard to the state of the art and the cost of their implementation;(e)that it will ensure compliance with the security measures;(f)that, if the transfer involves special categories of data, the data subject has been informed or will be
informed before, or as soon as possible after, the transfer that its data could be transmitted to a third
country not providing adequate protection within the meaning of Directive 95/46/EC;(g)
to forward any notification received from the data importer or any subprocessor pursuant to Clause5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue thetransfer or to lift the suspension;(h)to make available to the data subjects upon request a copy of the Clauses, with the exception ofAppendix 2, and a summary description of the security measures, as well as a copy of any contract for
subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or thecontract contain commercial information, in which case it may remove such commercial information;(i)that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11
by a subprocessor providing at least the same level of protection for the personal data and the rights of data
subject as the data importer under the Clauses; and(j)that it will ensure compliance with Clause 4(a) to (i).
Clause 5

Obligations of the data importer
The data importer agrees and warrants:(a)to process the personal data only on behalf of the data exporter and in compliance with its
instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform
promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend
the transfer of data and/or terminate the contract;(b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the
instructions received from the data exporter and its obligations under the contract and that in the event of achange in this legislation which is likely to have a substantial adverse effect on the warranties andobligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it isaware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate thecontract;(c)that it has implemented the technical and organisational security measures specified in Appendix 2
before processing the personal data transferred;(d)that it will promptly notify the data exporter about:(i)
any legally binding request for disclosure of the personal data by a law enforcement authority unlessotherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law
enforcement investigation,(ii)

any accidental or unauthorised access, and

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(iii) any request received directly from the data subjects without responding to that request, unless it has
been otherwise authorised to do so;(e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of thepersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard to
the processing of the data transferred;(f)at the request of the data exporter to submit its data processing facilities for audit of the processing
activities covered by the Clauses which shall be carried out by the data exporter or an inspection bodycomposed of independent members and in possession of the required professional qualifications bound by aduty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory
authority;(g)
to make available to the data subject upon request a copy of the Clauses, or any existing contract for
subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove
such commercial information, with the exception of Appendix 2 which shall be replaced by a summary
description of the security measures in those cases where the data subject is unable to obtain a copy fromthe data exporter;(h)that, in the event of subprocessing, it has previously informed the data exporter and obtained its priorwritten consent;(i)that the processing services by the subprocessor will be carried out in accordance with Clause 11;(j)
to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data
exporter.
Clause 6
Liability
1.
The parties agree that any data subject, who has suffered damage as a result of any breach of theobligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive
compensation from the data exporter for the damage suffered.
2.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against
the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations
referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased toexist in law or has become insolvent, the data importer agrees that the data subject may issue a claim
against the data importer as if it were the data exporter, unless any successor entity has assumed the entire
legal obligations of the data exporter by contract or by operation of law, in which case the data subject canenforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own
liabilities.
3.
If a data subject is not able to bring a claim against the data exporter or the data importer referred toin paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in
Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared orceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue aclaim against the data subprocessor with regard to its own processing operations under the Clauses as if itwere the data exporter or the data importer, unless any successor entity has assumed the entire legal
obligations of the data exporter or data importer by contract or by operation of law, in which case the data

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subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own
processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1.
The data importer agrees that if the data subject invokes against it third-party beneficiary rights
and/or claims compensation for damages under the Clauses, the data importer will accept the decision of
the data subject:(a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory
authority;(b)

to refer the dispute to the courts in the Member State in which the data exporter is established.

2.
The parties agree that the choice made by the data subject will not prejudice its substantive orprocedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1.
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it sorequests or if such deposit is required under the applicable data protection law.
2.
The parties agree that the supervisory authority has the right to conduct an audit of the data
importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would
apply to an audit of the data exporter under the applicable data protection law.
3.
The data importer shall promptly inform the data exporter about the existence of legislation
applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any
subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take themeasures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding
clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Subprocessing

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1.
The data importer shall not subcontract any of its processing operations performed on behalf of thedata exporter under the Clauses without the prior written consent of the data exporter. Where the data
importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do soonly by way of a written agreement with the subprocessor which imposes the same obligations on the
subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil
its data protection obligations under such written agreement the data importer shall remain fully liable tothe data exporter for the performance of the subprocessor's obligations under such agreement.
2.
The prior written contract between the data importer and the subprocessor shall also provide for athird-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bringthe claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data
importer because they have factually disappeared or have ceased to exist in law or have become insolventand no successor entity has assumed the entire legal obligations of the data exporter or data importer bycontract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own
processing operations under the Clauses.
3.
The provisions relating to data protection aspects for subprocessing of the contract referred to inparagraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4.
The data exporter shall keep a list of subprocessing agreements concluded under the Clauses andnotified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list
shall be available to the data exporter's data protection supervisory authority.
Clause 12
Obligation after the termination of personal data processing services
1.
The parties agree that on the termination of the provision of data processing services, the data
importer and the subprocessor shall, at the choice of the data exporter, return all the personal datatransferred and the copies thereof to the data exporter or shall destroy all the personal data and certify tothe data exporter that it has done so, unless legislation imposed upon the data importer prevents it fromreturning or destroying all or part of the personal data transferred. In that case, the data importer warrantsthat it will guarantee the confidentiality of the personal data transferred and will not actively process the
personal data transferred anymore.
2.
The data importer and the subprocessor warrant that upon request of the data exporter and/or of thesupervisory authority, it will submit its data processing facilities for an audit of the measures referred to inparagraph 1.

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Appendix 1 to the Standard Contractual ClausesThis Appendix forms part of the Clauses and must be completed and signed by the parties
The Member States may complete or specify, according to their national procedures, any additional necessary
information to be contained in this Appendix
Data exporter
The data exporter is: Customer
Data importer
The data importer is: Smartsheet Inc.
Data subjects
The personal data transferred concern the following categories of data subjects:
See ANNEX 1 of the Data Processing Addendum
Categories of data
The personal data transferred concern the following categories of data:
See ANNEX 1 of the Data Processing AddendumSpecial categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
See ANNEX 1 of the Data Processing Addendum
Processing operations
The personal data transferred will be subject to the following basic processing activities:
See ANNEX 1 of the Data Processing Addendum

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Appendix 2 to the Standard Contractual ClausesThis Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer inaccordance with Clauses 4(d) and 5(c):The applicable security controls are referenced and/or set forth in the Smartsheet Documentation and theAgreement.

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