DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

AMENDMENT TO THE ATLASSIAN DATA PROCESSING ADDENDUM (SCC Amendment)
The Standard Contractual Clauses (“EU SCCs") are incorporated by reference into the Atlassian Data Processing Addendum available athttps://www.atlassian.com/legal/data-processing-addendum (“Atlassian DPA”) and are automatically effective. For those customers who
require a signed version of the EU SCCs for their records, Atlassian has pre-signed these EU SCCs, which may be downloaded and countersigned.
These EU SCCs are not a stand-alone agreement. The entity signing these EU SCCs must be a party to the Atlassian Customer Agreement to which
the Atlassian DPA applies, available at www.atlassian.com/legal/atlassian-customer-agreement. The EU SCCs form a part of and shall beinterpreted in accordance with the relevant provisions of the then-current Atlassian DPA.

ANNEX
STANDARD CONTRACTUAL CLAUSESSECTION I

Clause 1
Purpose and scope(a)
The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of theEuropean Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data andon the free movement of such data (General Data Protection Regulation)1 for the transfer of personal data to a third country.
(b)

The Parties:(i)the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personaldata, 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 part of these Clauses.

Clause 2
Effect and invariability of the Clauses(e)
These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to
Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or
processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified,
except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including
the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(f)

These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries(a)Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, withthe following exceptions:(i)

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;(ii)
Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a),(c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);;1Where 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 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) ofRegulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].

1

DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3(iii)

Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);(iv)

Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);(v)

Clause 13;(vi)

Clause 15.1(c), (d) and (e);(vii)

Clause 16(e);(viii)

Clause 18 - Modules One, Two and Three: Clause 18(a) and (b).

(b)

Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation(a)Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that
Regulation.
(b)

These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)

These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these
Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6
Description of the transfer(s)The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they aretransferred, are specified in Annex I.B.

Clause 7 - Optional
Docking clause(a)An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as adata exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b)
Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have therights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c)

The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of
appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE ONE: Transfer controller to controller
8.1

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. It may only process the
personal data for another purpose:2DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3(i)where it has obtained the data subject’s prior consent;(ii)
where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or(iii)

where necessary in order to protect the vital interests of the data subject or of another natural person.

8.2

Transparency(a)
In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either
directly or through the data exporter:(i)of its identity and contact details;(ii)of the categories of personal data processed;(iii)

of the right to obtain a copy of these Clauses;(iv)
where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate
with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.
(b)Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been
provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer.
In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c)
On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject
free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may
redact part of the text 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, the Parties shall provide the data subject with the reasons for the
redactions, to the extent possible without revealing the redacted information.
(d)Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3

Accuracy and data minimisation(a)Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every
reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without
delay.
(b)
If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shallinform the other Party without undue delay.
(c)
The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the
purpose(s) of processing.

8.4

Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in placeappropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation2 of the data andall back-ups at the end of the retention period.

8.5

Security of processing(a)The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures
to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss,
alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall takedue account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involvedin the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including
during transmission, where the purpose of processing can be fulfilled in that manner.
(b)
The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regularchecks to ensure that these measures continue to provide an appropriate level of security.
(c)
The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or
are under an appropriate statutory obligation of confidentiality.

2This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.

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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 personal data breach, including measures to mitigate its possible adverse effects.
(e)
In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shallwithout undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall containi) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data
records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact pointfrom whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the sametime, it may do so in phases without undue further delay.
(f)
In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer
shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation withthe data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented
measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In
the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data
breach.
(g)
The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action
taken, and keep a record thereof.

8.6

Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex
life or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specificrestrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting thepersonnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions withrespect to further disclosure.

8.7

Onward transfers

The data importer shall not disclose the personal data 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”) unless the third party is or agrees to be bound by these Clauses, under theappropriate Module. Otherwise, an onward transfer by the data importer may only take place if:(i)
it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward
transfer;(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect tothe processing in question;(iii)
the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these
Clauses, and the data importer provides a copy of these safeguards to the data exporter;(iv)
it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial
proceedings;(v)

it is necessary in order to protect the vital interests of the data subject or of another natural person; or(vi)where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward
transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer
to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at therequest of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose
limitation.
8.8

Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
8.9

Documentation and compliance

3

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

4DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3(a)Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep
appropriate documentation of the processing activities carried out under its responsibility.
(b)

The data importer shall make such documentation available to the competent supervisory authority on request.

MODULE TWO: Transfer controller to processor
8.1

Instructions(a)
The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may
give such instructions throughout the duration of the contract.
(b)

The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2

Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further
instructions from the data exporter.

8.3

Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data
subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures describedin Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shallprovide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On
request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted
information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4

Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter
without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5

Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing
services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify
to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until
the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to thedata importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance withthese 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, inparticular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it hasreason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6

Security of processing(a)The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures
to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration,
unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties
shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks
involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation,
including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional
information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data
exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational
measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate
level of security.
(b)
The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the
implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data havecommitted themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c)
In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer
shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify
the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point
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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 thebreach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all
information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes
available, subsequently be provided without undue delay.
(d)
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under
Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account thenature of processing and the information available to the data importer.

8.7

Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex
life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the
specific restrictions and/or additional safeguards described in Annex I.B.
8.8

Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data
may only be disclosed to a third party located outside the European Union4 (in the same country as the data importer or in another third country,
hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:(i)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 thatcovers the onward transfer;(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect tothe processing in question;(iii)
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative,
regulatory or judicial proceedings; or(iv)

the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose
limitation.
8.9

Documentation and compliance(a)
The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these
Clauses.
(b)
The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate
documentation on the processing activities carried out on behalf of the data exporter.
(c)
The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations
set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these
Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into
account relevant certifications held by the data importer.
(d)
The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at
the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e)
The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to thecompetent supervisory authority on request.
MODULE THREE: Transfer processor to processor
8.1

Instructions(a)
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 the controller, 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

4

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

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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 isunable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
(d)
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 the controller and the data exporter 5.

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 importer by 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 business secrets or other confidential information, including personal data, the data
exporter may redact part of the text 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, the Parties shall provide the data subject with thereasons 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 shall cooperate 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 end of the provision of the processing
services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify tothe data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until
the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to thedata importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance withthese 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, inparticular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it hasreason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6

Security of processing(a)The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures
to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration,
unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall takedue account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involvedin the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including
during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information
for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or thecontroller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational
measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate
level of security.
(b)
The data importer shall grant access to the 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 havecommitted 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 become aware of the breach. Such
notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach(including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences
and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so

5

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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far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further
information shall, as it becomes available, subsequently be provided without undue delay.
(d)
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under
Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and theaffected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7

Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex
life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the
specific restrictions and/or additional safeguards set out in Annex I.B.
8.8

Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to thedata importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union6 (in the same
country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these
Clauses, under the appropriate Module, or if:(i)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 thatcovers the onward transfer;(ii)

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;(iii)
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative,
regulatory or judicial proceedings; or(iv)

the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose
limitation.
8.9

Documentation and compliance(a)
The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to theprocessing under these Clauses.
(b)
The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate
documentation on the processing activities carried out on behalf of the 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 the controller.
(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 non-compliance. The same shall apply where the data exporter requests an audit on
instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
(e)

Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f)
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 of any audits, available to thecompetent supervisory authority on request.

Clause 9
Use of sub-processors

MODULE TWO: Transfer controller to processor

6

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

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OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed onbehalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data
importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together
with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by thedata exporter can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of subprocessor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list
through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the data exporter sufficient time
to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with
the information necessary to enable the data exporter to exercise its right to object.
(b)
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall doso by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer underthese Clauses, including in terms of third-party beneficiary rights for data subjects.7 The Parties agree that, by complying with this Clause, thedata importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations towhich the data importer is subject pursuant to these Clauses.
(c)
The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent
amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personaldata, the data importer may redact the text of the agreement prior to sharing a copy.
(d)
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its
contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations underthat contract.
(e)
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has
factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor
contract and to instruct the sub-processor to erase or return the personal data.
MODULE THREE: Transfer processor to processor(a)
OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed onbehalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorisation of the controller. The data
importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together
with the information necessary to enable the controller to decide on the authorisation. It shall inform the data exporter of such engagement.
The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of subprocessor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list throughthe addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the controller sufficient time to be able
to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the informationnecessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the subprocessor(s).
(b)
Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so
by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these
Clauses, including in terms of third-party beneficiary rights for data subjects.8 The Parties agree that, by complying with this Clause, the data
importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which
the data importer is subject pursuant to these Clauses.
(c)
The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any
subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, thedata importer may redact the text of the agreement prior to sharing a copy.
(d)
The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its
contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations underthat contract.
(e)
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has
factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor
contract and to instruct the sub-processor to erase or return the personal data.

Clause 10
Data subject rights

78This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
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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MODULE ONE: Transfer controller to controller(a)The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives froma data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay andat the latest within one month of the receipt of the enquiry or request. 9 The data importer shall take appropriate measures to facilitate suchenquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily
accessible form, using clear and plain language.
(b)

In particular, upon request by the data subject the data importer shall, free of charge :(i)provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is thecase, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide
information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal
data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide
information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);(ii)

rectify inaccurate or incomplete data concerning the data subject;(iii)
erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring
third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
(c)
Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if thedata subject objects to it.
(d)
The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter“automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with theexplicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down
suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary incooperation with the data exporter:(i)

inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and(ii)
implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtainreview by a human being.
(e)Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either
charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f)
The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and isnecessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g)
If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and thepossibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

MODULE TWO: Transfer controller to processor(a)The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond tothat request itself unless it has been authorised to do so by the data exporter.
(b)
The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of theirrights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures,
taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistancerequired.
(c)

In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor(a)The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received froma data subject, without responding to that request unless it has been authorised 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.

9

That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data
subject of any such extension.

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In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of theprocessing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c)
In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as
communicated by the data exporter.

Clause 11
Redress(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of acontact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body 10 at no costto the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are notrequired to use it, or follow a particular sequence in seeking redress.]

MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best
efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate,
cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data
subject to:(i)lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competentsupervisory authority pursuant to Clause 13;(ii)

refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set
out in Article 80(1) of Regulation (EU) 2016/679.
(e)

The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek
remedies in accordance with applicable laws.

Clause 12
Liability
MODULE ONE: Transfer controller to controller(a)Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)
Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or nonmaterial damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without
prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c)Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, allresponsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(d)
The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that partof the compensation corresponding to its / their responsibility for the damage.
(e)

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

MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor(a)10Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

11

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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 underthese Clauses.
(c)
Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject
by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where thedata 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 subprocessor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s
responsibility for the damage.
(e)
Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, allresponsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f)
The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that partof the compensation corresponding to its / their responsibility for the damage.
(g)

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

Clause 13
Supervision
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor(a)[Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring complianceby 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) of Regulation (EU) 2016/679 isestablished, 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) 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 is transferred under these
Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act
as competent supervisory authority.
(b)
The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any
procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits
and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide thesupervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIESClause 14
Local laws and practices affecting compliance with the Clauses
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor(a)
The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable tothe processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising accessby public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws
and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a12DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these
Clauses.
(b)

The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:(i)the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and thetransmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of thetransferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;(ii)
the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities orauthorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations andsafeguards11;(iii)
any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses,
including measures applied during transmission and to the processing of the personal data in the country of destination.
(c)
The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data
exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these
Clauses.
(d)
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on
request.
(e)
The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of thecontract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a),including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws inpractice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to thecontroller.](f)
Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer canno longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical ororganisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation[for Module Three: , if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no
appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory
authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal
data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only withrespect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d)and (e) shall apply.

Clause 15
Obligations of the data importer in case of access by public authorities
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
15.1

Notification(a)
The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of thedata exporter) if it:(i)receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination
for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data
requested, the requesting authority, the legal basis for the request and the response provided; or(ii)becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance withthe laws of the country of destination; such notification shall include all information available to the importer.
[For Module Three: 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 the laws of the country of destination,
the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as

11

As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented
practical experience with prior instances of requests 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 diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where
this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for theParties to consider carefully whether these elements together carry sufficient 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 theapplication of the law in practice, such as case law and reports by independent oversight bodies.

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possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of thedata exporter.
(c)
Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regularintervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number ofrequests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
[For Module Three: The data exporter shall forward the information to the controller.](d)
The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make itavailable to the competent supervisory authority on request.
(e)Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform thedata exporter promptly where it is unable to comply with these Clauses.

15.2

Review of legality and data minimisation(a)
The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted
to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds toconsider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles
of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data
importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on
its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements
are without prejudice to the obligations of the data importer under Clause 14(e).
(b)
The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent
permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available
to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.](c)
The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure,based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16
Non-compliance with the Clauses and termination(a)

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)
In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend
the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice toClause 14(f).
(c)
where:The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses,(i)the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance withthese Clauses is not restored within a reasonable time and in any event within one month of suspension;(ii)

the data importer is in substantial or persistent breach of these Clauses; or(iii)
the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations underthese Clauses.
In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where thecontract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unlessthe Parties have agreed otherwise.
(d)[For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant toparagraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shallapply to any copies of the data.] The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit thereturn or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses
and will only process the data to the extent and for as long as required under that local law.
(e)Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant
to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU)2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to otherobligations applying to the processing in question under Regulation (EU) 2016/679.
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Clause 17
Governing law
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiaryrights. The Parties agree that this shall be the law of _______ (specify Member State).][OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member State in which the data exporter isestablished. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State
that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]Clause 18
Choice of forum and jurisdiction
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor(a)Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(f)

The Parties agree that those shall be the courts of _____ (specify Member State).

(g)
A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member Statein which he/she has his/her habitual residence.
(h)

The Parties agree to submit themselves to the jurisdiction of such courts.

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APPENDIXANNEX I
A. LIST OF PARTIESMODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor

Data exporter(s):Name: Customer, as defined in the Agreement available at www.atlassian.com/legal/atlassian-customer-agreement.
Address: ______________________________________________________________
Contact person’s name, position and contact details: ______________________________________________________________
Activities relevant to the data transferred under these Clauses: As provided for in Schedule 1 of the Atlassian Data Processing Addendum
available at https://www.atlassian.com/legal/data-processing-addendum.
Role (controller/processor): As provided for in Schedule
https://www.atlassian.com/legal/data-processing-addendum.

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of

the

Atlassian

Data

Processing

Addendum

available

Signature and date (1):____________________________________________________________________________________________________

Signature and date (2):____________________________________________________________________________________________________

16atDocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

Data importer(s):Name: Atlassian, as defined in the Agreement available at www.atlassian.com/legal/atlassian-customer-agreement.
Address: As provided in the Agreement and/or Orders.
Contact person’s name, position and contact details: Atlassian Privacy Team, available at dataprotection@atlassian.com.
Activities relevant to the data transferred under these Clauses: As provided for in Schedule 1 of the Atlassian Data Processing Addendum
available at https://www.atlassian.com/legal/data-processing-addendum.
Role (controller/processor): As provided for in Schedule
https://www.atlassian.com/legal/data-processing-addendum.

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of

the

Atlassian

Data

Processing

Addendum

available

Signature and date:Atlassian Entity

Product(s)Signature

Atlassian PTY Ltd.

Atlassian Access
Atlassian Apps
Atlassian Intelligence
BambooBitbucket
Confluence
Crowd
Crucible
FisheyeJira Products (ex. Jira Align)
Sourcetree

Signature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

Trello Inc.

TrelloSignature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

Dogwood Labs, Inc. (dba
Statuspage.io)

Statuspage

Signature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

Opsgenie, Inc.

Opsgenie

Signature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

Agile Craft LLC

Jira Align

Signature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

Loom Inc.

Loom

Signature: _____________________________________________
Name: Stan Shepard
Title: General Counsel
Date: 19-Mar-2024 | 12:19:47 PM PDT

17atDocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

B. DESCRIPTION OF TRANSFER
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
As provided for in Schedule 1 of the Atlassian Data Processing Addendum available at https://www.atlassian.com/legal/data-processingaddendum.

C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
The competent supervisory authority will be determined in accordance with the Applicable Data Protection Law.

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DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE
SECURITY OF THE DATAMODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
As described in Atlassian’s Security Measures located at https://www.atlassian.com/legal/security-measures.

19DocuSign Envelope ID: 9D0355B9-6C55-4F69-A195-491A3DBE54A3

ANNEX III – LIST OF SUB-PROCESSORSMODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor

As provided for and in accordance with Atlassian Data Processing Addendum available at https://www.atlassian.com/legal/data-processingaddendum.

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