EXHIBIT CDATA PROCESSING ADDENDUM

WHEREAS NortonLifeLock Inc. and/or its affiliates (“NLOK”) has procured from Provider certain
products and/or services under the Agreement that involve the processing of Personal Data. NLOK and
Provider are each a “Party” or the “Parties” to the Data Processing Addendum (“Addendum”) and to theattached Standard Contractual Clauses as listed in the Annex.
WHEREAS in this context:
NLOK acts as “Controller” and Provider acts as “Processor” with respect to the Personal Data;
The Parties agree as follows:
1. Definitions. Unless otherwise defined in the Agreement, all capitalized terms used in this Addendum
will have the meanings given to them below. If any definitions set forth herein or in the Agreement
conflict with statutory definitions provided in any applicable Data Protection Law, the definition in theapplicable Data Protection Law shall control.
"Applicable EU Legislation” means the General Data Protection Regulation (EU) 2016/679 of theEuropean Parliament and of the Council of 27 April 2016 on the protection of natural persons withregard to the processing of personal data and on the free movement of such data for the transfer of
personal data to a third country (“GDPR”) and, (iii) any applicable EU Member State Legislation.
“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 es seq.
“Controller” means the party which, alone or jointly with others, determines the purposes and meansof the Processing of Personal Data.
“Data Protection Law(s)” means the Applicable EU Legislation, the CCPA, and any other dataprotection laws which may be applicable to the Personal Data Processed under the Agreement.
“EEA” means the European Economic Area.
“Personal Data” means any information related to any identified or identifiable natural person (“DataSubject”), an identifiable natural person is one who can be identified, directly or indirectly, in particular
by reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural orsocial identity of that natural person, or as defined by the applicable Data Protection Law.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise
processed.
“Process” means any operation or set of operations which is performed on Personal Data or on sets of
Personal Data, whether or not by automated means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission,dissemination or otherwise making available, alignment or combination, restriction, erasure or
destruction.
“Processor” means a natural or legal person, public authority, agency, or other body which processes
personal data on behalf of the Controller.
“Services” means the services as described in the Agreement.
“Standard Contractual Clauses” means those clauses specified pursuant to the European
Commission Decision of 4 June 2021 on standard contractual clauses for the transfer of personal data
to third countries under the GDPR, a form of which is attached hereto as the Annex.
2. Compliance with Laws. Each Party will comply with the Data Protection Laws as applicable to it. To
the extent required by any Data Protection Law(s), the Parties agree to negotiate in good faith andexecute any such additional, supplemental or revised documents pertaining to the Processing of
Personal Data as reasonably necessary for the provision of Services under the Agreement.
3. Data Processing. Where Provider acts as a Processor for NLOK as Controller, Provider shall not
Process Personal Data other than on the relevant documented instructions from NLOK or its Affiliates
unless Processing is required by applicable Data Protection Laws to which the Provider is subject, inwhich case Provider or the relevant Provider Affiliate shall to the extent permitted by applicable Data
Protection Laws inform NLOK of that legal requirement before the relevant Processing of that Personal
Data. Each of NLOK and its relevant Affiliates instructs Provider and each Provider Affiliate (andauthorizes Provider and each Provider Affiliate to instruct each of its Subprocessor) to: (i) Process
Personal Data as part of the Services; and (ii) transfer Personal Data to any country or territory, as
reasonably necessary for the provision of the Services but always in compliance with the express terms
herein and in the Agreement and the Standard Contractual Clauses including Annex I.B. The theStandard Contractual Clauses’ terms on data processing (i.e. module two: transfer controller toprocessor) shall also apply in a scenario where Personal Data is transferred between a Controller and a
Processor within the EEA.
4. Provider Employees/Agents. Provider will restrict access to Personal Data solely to those employees
and agents who require such access to perform the Agreement, and Provider covenants and agrees thatthose employees/agents to whom it grants access to such Personal Data are or shall be: (i) directed tokeep such Personal Data confidential; and (ii) subject to written confidentiality obligations consistent
with the Agreement and applicable Data Protection Laws. Upon termination of any employee or agent,
Provider shall prohibit access to Personal Data and/or any systems that process Personal Data by theterminated employee/agent.
5. Data Breach Notification and Remediation. Provider will notify NLOK of the occurrence of a
Personal Data Breach without undue delay, taking into account: (i) the nature and gravity of the
Personal Data Breach; (ii) its potential consequences and/or adverse effects for a Data Subject; (iii)
NLOK’s obligation under Data Protection Laws to submit a breach notification to a data protection
regulator(s); and (iv) Provider’s obligations pursuant to the applicable Data Protection Laws and theStandard Contractual Clauses. Provider will send all notification of known or suspected breach of
Personal Data to: security@nortonlifelock.com
Except and only to the extent expressly required by law or pursuant to third-party agreements, Provider
agrees that it will not inform any third party that NLOK Personal Data has been involved in a Personal
Data Breach without NLOK’s prior written consent. If Provider is compelled by law or third party

agreement(s) to provide public/third-party notification of a Personal Data Breach, Provider will not
identity NLOK (directly or indirectly), and will use commercially reasonable efforts to obtain NLOK’s
prior approval regarding the content of such disclosure to minimize any adverse impact to NLOK, andits respective customers and/or employees.
6. Sub-Processing. Where Provider acts as Processor on behalf of NLOK as Controller, Provider mustobtain NLOK’s prior written consent before it engages third party providers as Sub-Processors of
Personal Data to support or enable the provision of Services. Subject to and without limiting theforegoing, NLOK, on behalf of itself and its relevant Affiliates, consents to the use of Sub-Processors
identified specifically in Annex III hereto. If NLOK objects to a new Sub-Processor in accordancewith the above, Provider will use commercially reasonable efforts to change the Services to ensure that
NLOK Personal Data is not processed by the new Sub-Processor in question. If Provider is unable to
make such a change, NLOK may terminate the applicable Services by providing written notice inaccordance with the terms of the Agreement. In case of termination of Services pursuant to this section,
Provider will issue a pro-rated refund for any unused prepaid fees.
Provider will impose appropriate contractual obligations in writing upon the Sub-Processors that are
no less protective than this Addendum and Provider will remain responsible for its compliance with the
obligations under this Addendum.
7. Transfers/EEA+ Data Processing. Provider and its Subprocessors shall only transfer Personal Data
from its country of origin as legally permissible. Provider shall only process Personal Data at the locations
set out in Annex I.B hereto and shall not transfer Personal Data across country borders unless Provider
has obtained prior written authorization from NLOK. If applicable, and with respect to Personal Dataoriginating from the European Economic Area or Switzerland (EEA+ Personal Data), Provider may
only transfer EEA+ Personal Data as legally permissible and only to a country where the EEA+
Personal Data can be afforded essentially equivalent protections as are available in the European.
Provider shall not permit its Sub-Processors to transfer any EEA+ Personal Data outside of the EEA or
Switzerland other than as legally permissible and only to a country where the EEA+ Personal Data canbe afforded essentially equivalent protections as are available in the European Union. Provider shall
execute the applicable EU Standard Contractual Clauses in the form provided by NLOK. in Appendices1 to 4 as between such Sub-Processor and Provider acting on behalf of NLOK.
8. Data Protection Impact Assessment and Prior Consultation. Provider shall provide reasonableassistance to NLOK in regard to data protection impact assessments, and prior consultations withregulators or supervising authorities or other competent data privacy authorities, which NLOK
reasonably considers to be required by any applicable Data Protection Laws, 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 Provider.
9. Return or Deletion of Personal Data. Where acting as Processor for NLOK as Controller, Provider
will, upon receiving NLOK’s written request, delete or return as specified by NLOK, all Personal Data
within a reasonable time period. Upon NLOK’s request, Provider will provide a written certificationof its compliance with these provisions, in accordance to Exhibit B (Master Provider Security
Requirements).

10. Order of Precedence. If there is a conflict between the Agreement and this Addendum, the terms ofthis Addendum will control including the terms of the Standard Contractual Clauses.
Attachments:

Appendices 1 – Standard Contractual Clauses

Appendix 1

STANDARD CONTRACTUAL CLAUSES
Controller to Processor
SECTION I
Clause 1
Purpose and scope(a)

The purpose of these standard contractual clauses is to ensure compliance with the requirements ofRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on theprotection of natural persons with regard to the processing of personal data and on the freemovement of such data (General Data Protection Regulation) for the transfer of data to a third
country.
(b)

The Parties:(i)the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘dataexporter’), 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 ofthese Clauses.

Clause 2
Effect and invariability of the Clauses(a)These Clauses set out appropriate safeguards, including enforceable data subject rights andeffective 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 toprocessors, 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 oradditional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or
prejudice the fundamental rights or freedoms of data subjects.

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

Clause 3
Third-party beneficiaries
(a)

(b)

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

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;(ii)

Clause 8.1(b), 8.9(a), (c), (d) and (e);(iii)

Clause 9(a), (c), (d) and (e);(iv)

Clause 12(a), (d) and (f);(v)

Clause 13;(vi)

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

Clause 16(e);(viii)

Clause 18(a) and (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 shallhave 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 theParties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6

Description of the transfer(s)The details of the transfer(s), and in particular the categories of personal data that are transferred and the
purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause(a)An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these
Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix
and signing Annex I.A.

(b)

Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become aParty to these Clauses and have the rights and obligations of a data exporter or data importer inaccordance with its designation in Annex I.A.

(c)

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

SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able,
through the implementation of appropriate technical and organisational measures, to satisfy its obligations
under these Clauses.
8.1 Instructions(a)

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

(b)

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

8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out
in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by
the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets
or other confidential information, including the measures described in Annex II and personal data, the data

exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but 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 forthe 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 cooperatewith 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 endof the provision of the processing services, the data importer shall, at the choice of the data exporter, delete
all personal data processed on behalf of the data exporter and certify to the data exporter that it has doneso, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until
the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or deletion of the personal data, thedata importer warrants that it will continue to ensure compliance with these Clauses and will only process
it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, inparticular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout
the duration of the contract if it has reason to believe that it is or has become subject to laws or practices
not in line with the requirements under Clause 14(a).
8.6 Security of processing(a)The data importer and, during transmission, also the data exporter shall implement appropriatetechnical and organisational measures to ensure the security of the data, including protection
against a breach of security leading to accidental or unlawful destruction, loss, alteration,
unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing theappropriate level of security, the Parties shall take due account of the state of the art, the costs ofimplementation, 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, thedata 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 toprovide an appropriate level of security.

(b)The data importer shall grant access to the personal data to members of its personnel only to theextent strictly necessary for the implementation, management and monitoring of the contract. It
shall ensure that persons authorised to process the personal data have committed themselves toconfidentiality 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 shallcontain the details of a contact point where more information can be obtained, a description of thenature of the breach (including, where possible, categories and approximate number of data subjects
and personal data records concerned), its likely consequences and the measures taken or proposed
to address the breach including, where appropriate, measures to mitigate its possible adverse
effects. Where, and in so far as, it is not possible to provide all information at the same time, theinitial 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 tocomply with its obligations under Regulation (EU) 2016/679, in particular to notify the competentsupervisory authority and the affected data subjects, taking into account the nature of processing
and the information available to the data importer.

8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious orphilosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data
relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer 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 thedata exporter. In addition, the data may only be disclosed to a third party located outside the European
Union (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 ofRegulation (EU) 2016/679 that covers the onward transfer;(ii)

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulationof (EU) 2016/679 with respect to the processing in question;

(iii)

the onward transfer is necessary for the establishment, exercise or defence of legal claims in thecontext of specific administrative, regulatory or judicial proceedings; or(iv)

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

Any onward transfer is subject to compliance by the data importer with all the other safeguards 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 ofthe data exporter.

(c)

The data importer shall make available to the data exporter all information necessary to demonstratecompliance 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 reasonableintervals 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 resultsof any audits, available to the competent supervisory authority on request.

Clause 9
Use of sub-processors(a)

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 inwriting of any intended changes to that list through the addition or replacement of sub-processors
at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able toobject to such changes prior to the engagement of the sub-processor(s). The data importer shallprovide 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 (onbehalf of the data exporter), it shall do so by way of a written contract that provides for, in
substance, the same data protection obligations as those binding the data importer under these
Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree
that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The
data importer shall ensure that the sub-processor complies with the obligations to which the data
importer is subject pursuant to these Clauses.

(c)

The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor
agreement and any subsequent amendments to the data exporter. To the extent necessary to protect
business secrets or other confidential information, including personal data, the data importer may
redact the text of the agreement prior to sharing a copy.

(d)

The data importer shall remain fully responsible to the data exporter for the performance of the
sub-processor’s obligations under its contract with the data importer. The data importer shall notify
the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)

The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – inthe event the data importer has factually disappeared, ceased to exist in law or has become insolvent– the data exporter shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.

Clause 10
Data subject rights(a)

The data importer shall promptly notify the data exporter of any request it has received from a data
subject. It shall not respond to that request itself unless it has been authorised to do so by the data
exporter.

(b)

The data importer shall assist the data exporter in fulfilling its obligations to respond to data
subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard,
the Parties shall set out in Annex II the appropriate technical and organisational measures, taking
into account the nature of the processing, by which the assistance shall be provided, as well as thescope and the extent of the assistance required.

(c)

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

Clause 11
Redress(a)The data importer shall inform data subjects in a transparent and easily accessible format, throughindividual notice or on its website, of a contact point authorised to handle complaints. It shall deal
promptly with any complaints it receives from a data subject.

(b)

In case of a dispute between a data subject and one of the Parties as regards compliance with these
Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The
Parties shall keep each other informed about such disputes and, where appropriate, cooperate inresolving them.

(c)Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data
importer shall accept the decision of the data subject to:(i)lodge a complaint with the supervisory authority in the Member State of his/her habitualresidence or place of work, or the competent supervisory authority pursuant to Clause 13;(ii)

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

(d)

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

(e)

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

(f)

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

Clause 12
Liability(a)

Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any
breach of these Clauses.

(b)

The data importer shall be liable to the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data importer or its sub-processor
causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)

Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data
subject shall be entitled to receive compensation, for any material or non-material damages the data
exporter or the data importer (or its sub-processor) causes the data subject by breaching the thirdparty beneficiary rights under these Clauses. This is without prejudice to the liability of the data
exporter and, where the data exporter is a processor acting on behalf of a controller, to the liabilityof the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by
the data importer (or its sub-processor), it shall be entitled to claim back from the data importer thatpart of the compensation corresponding to the data importer’s responsibility for the damage.

(e)

Where more than one Party is responsible for any damage caused to the data subject as a result ofa breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data
subject is entitled to bring an action in court against any of these Parties.

(f)

The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim
back from the other Party/ies that part of the compensation corresponding to its/their responsibility
for the damage.

(g)

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

Clause 13
Supervision(a)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 competentsupervisory authority.

(b)

The data importer agrees to submit itself to the jurisdiction of and cooperate with the competentsupervisory authority in any procedures aimed at ensuring compliance with these Clauses. In
particular, the data importer agrees to respond to enquiries, submit to audits and comply with themeasures adopted by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the necessary actions havebeen taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC
AUTHORITIESClause 14
Local laws and practices affecting compliance with the Clauses(a)

The Parties warrant that they have no reason to believe that the laws and practices in the third
country of destination applicable to the processing of the personal data by the data importer,
including any requirements to disclose personal data or measures authorising access by publicauthorities, prevent the data importer from fulfilling its obligations under these Clauses. This isbased on the understanding that laws and practices that respect the essence of the fundamental
rights and freedoms and do not exceed what is necessary and proportionate in a democratic society

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

The Parties declare that in providing the warranty in paragraph (a), they have taken due account inparticular of the following elements:(i)the specific circumstances of the transfer, including the length of the processing chain, thenumber of actors involved and the transmission channels used; intended onward transfers;
the type of recipient; the purpose of processing; the categories and format of the transferredpersonal data; the economic sector in which the transfer occurs; the storage location of thedata transferred;(ii)

the laws and practices of the third country of destination– including those requiring thedisclosure of data to public authorities or authorising access by such authorities – relevantin light of the specific circumstances of the transfer, and the applicable limitations andsafeguards;(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 thecompetent supervisory authority on request.

(e)

The data importer agrees to notify the data exporter promptly if, after having agreed to these
Clauses and for the duration of the contract, it has reason to believe that it is or has become subject
to laws or practices not in line with the requirements under paragraph (a), including following achange in the laws of the third country or a measure (such as a disclosure request) indicating anapplication of such laws in practice that is not in line with the requirements in paragraph (a).

(f)

Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason tobelieve that the data importer can no longer fulfil its obligations under these Clauses, the data
exporter shall promptly identify appropriate measures (e.g. technical or organisational measures toensure security and confidentiality) to be adopted by the data exporter and/or data importer toaddress the situation. 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 the competentsupervisory authority to do so. In this case, the data exporter shall be entitled to terminate thecontract, 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 isterminated 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

15.1

Notification
(a)

15.2

The data importer agrees to notify the data exporter and, where possible, the data subject
promptly (if necessary with the help of the data exporter) if it:(i)receives a legally binding request from a public authority, including judicial
authorities, under the laws of the country of destination for the disclosure of
personal data transferred pursuant to these Clauses; such notification shall include
information about the personal data requested, the requesting authority, the legal
basis for the request and the response provided; or(ii)becomes aware of any direct access by public authorities to personal datatransferred pursuant to these Clauses in accordance with the laws of the country ofdestination; such notification shall include all information available to theimporter.

(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 informationas possible, as soon as possible. The data importer agrees to document its best efforts inorder to be able to demonstrate them on request of the data exporter.

(c)

Where permissible under the laws of the country of destination, the data importer agrees toprovide the data exporter, at regular intervals for the duration of the contract, with as much
relevant information as possible on the requests received (in particular, number of requests,
type of data requested, requesting authority/ies, whether requests have been challenged andthe outcome of such challenges, etc.).

(d)

The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for
the duration of the contract and make it available to the competent supervisory authority
on request.

(e)Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant
to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable tocomply with these Clauses.

Review of legality and data minimisation(a)

The data importer agrees to review the legality of the request for disclosure, in particularwhether it remains within the powers granted to the requesting public authority, and tochallenge the request if, after careful assessment, it concludes that there are reasonablegrounds to consider that the request is unlawful under the laws of the country of destination,
applicable obligations under international law and principles of international comity. The
data importer shall, under the same conditions, pursue possibilities of appeal. Whenchallenging a request, the data importer shall seek interim measures with a view tosuspending 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 theapplicable 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 thecompetent supervisory authority on request.

(c)

The data importer agrees to provide the minimum amount of information permissible when
responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination(a)

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

(b)

In the event that the data importer is in breach of these Clauses or unable to comply with these
Clauses, the data exporter shall suspend the transfer of personal data to the data importer until
compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)

The data exporter shall be entitled to terminate the contract, insofar as it concerns the processingof personal data under these Clauses, where:(i)the data exporter has suspended the transfer of personal data to the data importer pursuant
to paragraph (b) and compliance with these Clauses is not restored within a reasonable timeand 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 orsupervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where
the contract involves more than two Parties, the data exporter may exercise this right to termination
only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d)Personal data that has been transferred prior to the termination of the contract pursuant to paragraph(c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted
in its entirety. The same shall apply to any copies of the data. The data importer shall certify thedeletion of the data to the data exporter. Until the data is deleted or returned, the data importer shallcontinue to ensure compliance with these Clauses. In case of local laws applicable to the data
importer that prohibit the return or deletion of the transferred personal data, the data importer
warrants that it will continue to ensure compliance with these Clauses and will only process thedata 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. Thisis without prejudice to other obligations applying to the processing in question under Regulation(EU) 2016/679.

Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows forthird-party beneficiary rights. The Parties agree that this shall be the laws of Ireland.
Clause 18
Choice of forum and jurisdiction(a)Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)

The Parties agree that those shall be the courts of Ireland.

(c)

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

(d)

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

APPENDIX

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ANNEX I
A. LIST OF PARTIES
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/theirdata protection officer and/or representative in the European Union]
Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: ____________________________________________________________________________________________
Activities relevant to the data transferred under these Clauses:______________________________________________________________________________________________________________________________________
Signature and date: ___________________________________________________
Role (controller/processor):
2. …
Data importer(s): [Identity and contact details of the data importer(s), including any contact person withresponsibility for data protection]
Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: ____________________________________________________________________________________________
Activities relevant to the data transferred under these Clauses:______________________________________________________________________________________________________________________________________
Signature and date: ___________________________________________________
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Role (controller/processor):
2. …

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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred…
Categories of personal data transferred…
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into
consideration the nature of the data and the risks involved, such as for instance strict purpose limitation,access restrictions (including access only for staff having followed specialised training), keeping a recordof access to the data, restrictions for onward transfers or additional security measures.
…
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
…
Nature of the processing…
Purpose(s) of the data transfer and further processing…
The period for which the personal data will be retained, or, if that is not possible, the criteria used todetermine that period…
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing…
C. COMPETENT SUPERVISORY AUTHORITY
Data Protection Commission, Ireland

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ANNEX IITECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
The data importer shall procure that its processors and/or subprocessors shall adopt physical, technical,
and organizational security measures in accordance with industry best practices and standards and be incompliance with all applicable legal and regulatory requirements as they apply to the personal datatransferred under these Standard Contractual Clauses. Further, transmission and storage of personal data
to and from NortonLifeLock and third parties must be performed using NIST or PCI approved encryption
and hashing standards (e.g., SSH, SSL, TLS).
The data importer shall ensure its processors and/or subprocessors shall maintain a comprehensive
Information Security Program (ISP) including an Information Security Policy consisting of, at aminimum, standards to address annual security risk assessments, human resources security, asset
management, access controls, cryptography, physical and environmental security, operations security,communications security, system acquisition, development and maintenance, third party management,
information security incident management, and business continuity management in accordance with
NortonLifeLock’s Master Provider Security Requirements (MPSR).

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ANNEX III
LIST OF SUB-PROCESSORSEXPLANATORY NOTE:This Annex must be completed in case of the specific authorisation of sub-processors (Clause 9(a), Option
1).
The controller has authorised the use of the following sub-processors:
1.

Name: …
Address: …
Contact person’s name, position and contact details: …
Description of processing (including a clear delimitation of responsibilities in case several subprocessors are authorised): …

2.

…

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