Kodak Restrict Data Transfers
To demonstrate continued compliance with applicable privacy and data protection laws, Kodak and Supplier agree to thefollowing provisions with respect to all cross-border transfer of personal data.
1.

Definitions. Capitalized terms used in this Transfer Agreement the following meanings:(a) “Privacy Law” means any applicable law, regulation, rule or other mandatory legal obligation which regulates theTransfer (as defined below) of “personal information” or “personal data” (as defined in the Privacy Law) including(without limitation) Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR”).
(b) “Restricted Transfer” means any Transfer where the applicable Privacy Law requires the parties to demonstrate adequate
protection using a contractual instrument other means, including (for example) a cross-border transfer or cross-borderdisclosure to a recipient in a country that does not provide adequate protection for the data. Restricted Transfers do notinclude Transfers to recipients in countries whose data protection regimes have been declared adequate by relevant dataprotection authorities or which are otherwise not restricted.
(c) “Standard Contractual Clauses” means the contract terms set forth in the Annex to the European Commission’s decision
C(2021) 3972 of 4 June 2021 containing Standard Contractual Clauses for the transfer of personal data to third countries
pursuant to Regulation (EU) 2016/679.
(d) “Subprocessor” means any third party (including an affiliate of Recipient) that provides any services to Recipient or that
may have access (including inadvertent access) to any unencrypted personal information.
(e) “Transfer” means to disclose or otherwise make “personal information” or “personal data” (as defined in any applicable
Privacy Law) available to a third party (including to any affiliate or Subprocessor of Recipient), either by physical movement of the Personal Information to such third party or by enabling access to the Personal Information by other means.
(f)2.

“Transfer Instrument” means any contract pursuant to which Restricted Transfers are authorized, namely this Transfer
Agreement and each of the Schedules attached hereto.

Transfer Obligations.
(a)Supplier shall only Transfer Kodak information as authorized by Kodak in the Agreement and as permitted by applicable Privacy Laws. Additionally, as needed to provide the Services (and for any further processing described on the
Appendix) Kodak authorizes Supplier to make routine Transfers of Kodak Information in the normal course of business on its corporate systems to itself in other countries and to its affiliates, which are under common ownershipusing intercompany contracts containing Standard Contractual Clauses or approved binding corporate rules.

(b) Supplier shall not Transfer the Kodak Information to any Subprocessors or other third parties unless it has been authorized by Kodak in the Agreement or otherwise in writing. Notwithstanding the preceding sentence, if permitted
by the Agreement and applicable Privacy Law, Kodak provides a general authorization for Transfers to those Subprocessors listed in the Appendix (as may be amended by the Supplier from time to time, as necessary to perform theServices), provided that the Supplier: (i) has conducted adequate due diligence on the Subprocessor to ensure that it
is capable of providing the level of protection for Kodak Data as is required by the Standard Contractual Clauses; (ii)has entered into a written contract with the Subprocessor that includes the Standard Contractual Clauses Module 3
provisions; and (iii) remains primarily liable to Kodak for the acts, errors and omissions of the Subprocessor, as if
they were Supplier's own acts, errors and omissions. Supplier represents and warrants that all Restricted Transfers of
Kodak Information to the Subprocessors are authorized using an approved mechanism. Kodak reserves the right toobject to any Subprocessor for good cause, and Supplier shall not allow Subprocessor to access Kodak Information
until such objection is resolved.

PIMS 11/2022

(c) The parties agree that: (i) to the extent that there are Restricted Transfers subject to the GDPR, the Standard Contractual Clauses attached as Schedule 1 shall govern the Transfers; (ii) To the extent that there are Restricted Transfers subject to the UK General Data Protection Regulation, the Standard Contractual Clauses attached as Schedule 1
as modified by the International Data Transfer Addendum to the Standard Contractual Clauses attached as Schedule
2 below shall govern the Transfers; and (iii) To the extent that there are Restricted Transfers subject to the Swiss Federal Act on Data Protection (FADP), Standard Contractual Clauses attached as Schedule 1 below shall govern theTransfers. The parties adopt the GDPR standard for Swiss data and agree that references to “GDPR” in the Standard
Contractual Clauses shall be understood to also be references to the FADP and interpreted to permit data subjects
in Switzerland to seek redress for their rights in Switzerland.
(d) Should any supervisory authority or court determine that the Transfer mechanism used herein is no longer an appropriate basis for Restricted Transfers, Supplier and Kodak shall promptly take all steps reasonably necessary todemonstrate adequate protection for the impacted information, using another approved mechanism. Supplier understands and agrees that Kodak may terminate the Transfers as needed to comply with the applicable Privacy Laws.
(e)Should other jurisdictions require specific contractual terms to enable Restricted Transfers, the parties shall use goodfaith efforts to execute these instruments as needed to comply with the applicable Privacy Laws. If permitted by law,
the parties agree that the terms of the new instruments will be automatically incorporated by reference into thisTransfer Agreement upon Kodak’s circulation of an amendment to this Transfer Agreement containing new schedules with the required transfer terms. Supplier will have thirty (30) days to object to the inclusion of the new schedules by giving Kodak written notice, in which case Kodak may terminate the Transfers as needed to comply with law.
***

Appendix – Annexes 1-3, General Description of the Processing Activities, Security Measures and Approved Subprocessors
Additional Attachments (only if needed)
Schedule 1 – Standard Contractual Clauses
Schedule 2 – UK Addendum

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Appendix to the Data Processing Agreement
This Appendix also serves as the Appendix to the Standard Contractual Clauses attached as Schedule 1,
if those are used to authorize cross-border data transfers as indicated below.
ANNEX I
A. LIST OF PARTIES
Eastman Kodak Company as Data Exporter or Transferor
Name: Eastman Kodak Company
DPO:

Kodak Privacy Office

Address: Kodak GmbH, Data Privacy, Kesselstrasse 19, 70327 Stuttgart, Germany
Contact person’s name, position and contact details: https://www.kodak.com/go/eearesidents
Kodak Information Security Contact: CISO-Mail@kodak.com
Kodak Contact for Data Breach Reporting: CISO-Mail@kodak.com
Supplier as Data Importer or Transferee
Name:
DPO:
Address
Contact person’s name, position, and contact details:
B. DESCRIPTION OF THE PROCESSING AND TRANSFER – (1) if the processing operations are complex, create multiple sections B (e.g., B1 for transfers related to service 1; B2 for transfers related to service 2, etc.) (2) For EEA data, if you use both Module 2 and 3, be sure to indicate which transfers are subject to each Module.
Categories of data subjects whose personal data are processed and/or transferred☐ Consumer customers☐ Prospective consumer customers, website visitors☐ Professionals☐ Commercial customers (e.g., company employees)☐ Prospective commercial customers, B2B leads, trade show attendees☐ Job Applicants☐ Employees, contractors, dependents/family☐ Suppliers☐ Children [or] Students☐ Patients☐ Other
Categories of personal data are processed and/or transferred☐ Individual contact information (names, addresses, email addresses, etc.)☐ Unique identifiers (government identification numbers, customer numbers, etc.)☐ Information pertaining to consumer transactions (purchase details, etc.)☐ Information pertaining to commercial transactions
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☐ Human resources data
☐ Customer relationship information (demographic data, preferences etc.)☐ Online and technical information (device data, IP addresses, sensor data etc.)☐ Inferred or derived information (analytics data, propensities etc.)☐ Video and/or audio recordings☐ Data in connection with[e.g., online advertising targeting, compliance hotline, health & safety, etc.)☐ Sensitive data – see below☐ Other
Sensitive data processed and/or transferred (if applicable)☐ Government-issued identification numbers, national identification numbers☐ Financial account numbers, including payment card data and insurance account numbers☐ Health data, medical information or genetic information☐ Biometric data
☐ Consumer reports, including employee background screening reports, investigation reports or credit reports☐ Online account access information, including usernames, passwords, security questions/answers☐ Precise geolocation data
☐ Contents of a person’s communications (unless the Supplier is the intended recipient of the communications)☐ Data related to criminal convictions or offenses or allegations of crimes☐ Special categories of data that reveal race or ethnicity, political opinions, religious or philosophical beliefs, tradeunion membership, health, or sex life or sexual orientation
Additional information about the processing – indicate if the personal information includes:☐ EEA Personal Data
☐ Personal Information subject to the CA Privacy Law☐ Protected Health Information subject to HIPAA [Add Business Associate Agreement]☐ Data pertaining to children under 16 years old☐ Other:[e.g., specially regulated data]
Nature of the processing
Provide a brief overview of the Services and the purposes for which the Personal Information will be processed
Physical Location of the Personal Information
Indicate where the processing is carried out and where the Kodak Data are stored.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Describe☐ Kodak Information will be deleted automatically upon termination of the Agreement☐ Kodak Information will be deleted upon termination of the Agreement if requested by Kodak☐ Kodak Information will be retained after termination for[period]
Indicate data retention rules and controls that exist to prevent further Processing of the Kodak Data by the Supplier and the Subprocessors (if any).
Maximum Retention periods, if applicable:
Category of Personal Data

PurposeRetention Period

Restricted Data Transfers☐ Data are not transferred
Purpose(s) of the data transfer

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Describe
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
☐ One-off☐ Continuous or Periodic☐ Ad hoc, as needed for the processing activity☐ Other:
Basis for the transfer of EEA Personal Data:☐ Standard Contractual Clauses attached as Schedules 1 and 2.
☐ Supplier has approved set of Binding Corporate Rules for Data Processors.
☐ Other basis:☐ [Basis for other Restricted Transfers, e.g., Argentina, New Zealand (for further processing), Brazil, China, et al.][List Key Countries and reference added schedules]
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
See Annex 3 below.
C. COMPETENT SUPERVISORY AUTHORITY FOR RESTRICTED TRANSFERS
Restricted Transfer

Competent Supervisory Authority & Governing Law

EEA Transfers – per Schedule 1

Location where Controller is located.

Swiss Transfers

Federal Data Protection & Information Commissioner(FDPIC) – Switzerland

UK Data Transfers – per Schedule 2

Information Commissioner (ICO) – United Kingdom

Add rows if needed for other jurisdictions

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ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATAEXPLANATORY NOTE FROM THE COMMISSON:
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing,and the risks for the rights and freedoms of natural persons.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
Supplier should either attach its standard security schedule or else provide a link to where security information isposted online.
Supplier’s information security program is described on Supplier’s website at [URL].
ANNEX III – LIST OF SUBPROCESSORS
Supplier should either complete the chart or else provide a link to where subprocessor information is posted online.
Kodak has authorised Supplier’s use of the subprocessors listed at [URL]. OR:
Kodak has authorised Supplier’s use of the following subprocessors:
Subprocessor
Name

Subprocessor
Address

Description of
the Services

Categories of PI

Location of theProcessing(list all)Transfer
Mechanism (if
EEA Data)

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Schedule 1
STANDARD CONTRACTUAL CLAUSES
This document contains the clauses that can be used to authorize controller to processor transfers (MODULE TWO)
with a general authorization for subprocessors.
SECTION 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 the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) 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 personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via anotherentity 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(a) 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 downin 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.
(b) 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, with the following exceptions:(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;(ii)
Clause 8 - Module Two: Clause 8A.1(b), 8A.9(a), (c), (d) and (e);(iii)
Clause 9 - Module Two: Clause 9A(a), (c), (d) and (e);(iv)
Clause 12 - Clause 12(a), (d) and (f);(v)
Clause 13;(vi)
Clause 15.1(c), (d) and (e);Schedule 1: EEA Standard Contractual Clauses Module 2

Page 7

(vii)(viii)

Clause 16(e);Clause 18 - Clause 18(a) and (b)(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
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, existingat 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 - 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 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 a Party to these Clauses andhave the rights 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.
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

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Page 8

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 shall provide 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 withthe 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 dataprocessed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue toensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of
the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular therequirement 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 Clause14(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 costsof implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing forthe 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, theadditional 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 regularchecks 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 have committed themselves to confidentiality or are under an appropriate statutory obligation ofconfidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, thedata 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 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 breach including, whereappropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all

Schedule 1: EEA Standard Contractual Clauses Module 2

Page 9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 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 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 Union 1 (in the same country as thedata 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 that covers the onward transfer;(ii) (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU)2016/679 with respect to the processing in question;(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specificadministrative, 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 withthe 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 withreasonable notice.

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

1

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Page 10(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available
to the competent supervisory authority on request.
Clause 9
Use of sub-processors(a) GENERAL WRITTEN AUTHORISATION. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(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 at least thirty (30) daysin 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 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 subprocessor to fulfil its obligations under that 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 rightto 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 appropriatetechnical 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 assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from thedata 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 a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives froma 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 in resolving them.

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Page 11(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept thedecision 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 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 proceduralrights 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, forany material or non-material damages the data importer or its sub-processor causes the data subject by breaching thethird-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 subprocessor) 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 the data exporter is a processor acting on behalf of a controller,
to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (orits sub-processor), 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, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action incourt 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 otherParty/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 established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex
I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application ofRegulation (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 themeaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

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Page 12[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application ofRegulation (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 inany procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond toenquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial andcompensatory measures. It shall provide the supervisory 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(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 public authorities, prevent the data importer from fulfilling its obligations underthese 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 a democratic society to safeguard one ofthe 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 the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to publicauthorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer,and the applicable limitations and safeguards;(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards underthese 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 inensuring 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 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 a change in the laws of the third country or a measure (such as adisclosure request) indicating an application 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 to believe 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 to ensure security and confidentiality) to be adopted by the data

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exporter and/or data importer to address the situation, 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 the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract
involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant
Party, unless the Parties 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
15.1 Notification(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary withthe 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 countryof 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 andthe response provided; or(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses inaccordance with the laws of the country of destination; 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 countryof 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 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 the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at
regular intervals for the duration of the contract, with as much relevant information as possible on the requests received(in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of 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 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 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 thesame 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 theextent 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.

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Page 14(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request fordisclosure, 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 processing of personal data underthese Clauses, where:(i)the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) andcompliance with these 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 under these Clauses.
In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such noncompliance. 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 the deletion of the data to the data exporter. Until the data isdeleted 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 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 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 other obligations applying to the processing in question under Regulation(EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the members state specified in the Appendix to the Data Processing Agreement.
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.

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Page 15(b) The Parties agree that those shall be the courts of the members state specified in the Appendix to the Data Processing Agreement.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of theMember State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIXANNEX IANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO
ENSURE THE SECURITY OF THE DATAANNEX III – LIST OF SUB-PROCESSORS
Please refer to the Annexes in the Appendix of the Data Processing Agreement.

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SCHEDULE 2
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The
Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it isentered into as a legally binding contract.
Part 1: Tables

Refer to the Standard Contractual Clauses and the Annexes included in Schedule1 of the Data Transfer Agreement for information required by the Tables.
Part 2: Mandatory Clauses
1.
Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange forthe other Party also agreeing to be bound by this Addendum.
Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes
them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs andany part of the Approved EU SCCs. The Parties agree that they are bound by this Addendum upon execution of the Data Transfer Agreement.
Interpretation of this Addendum
2.
Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have thesame meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:aAddendum: This International Data Transfer Addendum which is made up of this Addendum
incorporating the Addendum EU SCCs.

b

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

cAppendix Information: As set out in Table 3.

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

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

f

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

g

ICO: The Information Commissioner.

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

i

UK: The United Kingdom of Great Britain and Northern Ireland.

j

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

k

UK GDPR: As defined in section 3 of the Data Protection Act 2018.

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3.

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

4.

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

5.

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

6.

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

7.

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

Hierarchy
8.
Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all relatedagreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section
10 will prevail.

9.

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

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

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

a.

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

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

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

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

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

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

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

b. In Clause 2, delete the words:“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”;c.

Clause 6 (Description of the transfer(s)) is replaced with:

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“The details of the transfers(s) and in particular the categories of personal data that are transferred
and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data
Protection Laws apply to the data exporter’s processing when making that transfer.”;d. Clause 8.7(i) of Module 1 is replaced with:“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR
that covers the onward transfer”;

e.

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

References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliamentand of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data
Protection Laws;

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

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

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

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

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

In Clause 16(e), subsection (i) is replaced with:“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018that cover the transfer of personal data to which these clauses apply;”;m. Clause 17 is replaced with:“These Clauses are governed by the laws of England and Wales.”;n.

Clause 18 is replaced with:“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A
data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdictionof such courts.”; ando. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8,
9, 10 and 11.

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

16. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved

Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

17. From time to time, the ICO may issue a revised Approved Addendum which:a.

makes reasonable and proportionate changes to the Approved Addendum, including correcting
errors in the Approved Addendum; and/or

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reflects changes to UK Data Protection Laws;

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

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

its risk under the Addendum,

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

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

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